Sierra Madre Announces Change of Management, Private Placement and Share Consolidation

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8792 Shook Road

Mission, British Columbia

Canada V2V-7N1

TSX-V: SMG

Tel: 604. 410-2277

Fax: 604. 410-2275

NEWS RELEASE

SIERRA MADRE ANNOUNCES CHANGE OF MANAGEMENT,

PRIVATE PLACEMENT AND SHARE CONSOLIDATION

July 31, 2019

Sierra Madre Developments Inc . (the “Company”) announces that it proposes to carry out a

change of management, share consolidation and a non-brokered private placement financing.

Change of Management

The Company announces that Carl von Einsiedel, Robert Anderson and Kathryn Witter have

agreed to resign and directors and officers of the Company upon TSX Venture Exchange

acceptance of the change of management. To fill their vacancies, James Hutton, Char les Hethey

and Robert McMorran will be appointed as directors of the Company. Further, James Hutton will

be appointed as Chief Executive Officer. The foregoing change is subject to the acceptance of the

TSX Venture Exchange.

James Hutton has over 37 yea rs of resource company and capital markets experience and is the

President and CEO of privately -owned Hutton Capital Corp. He was the President & CEO of

Canada Dominion Resources Group and President & COO of CMP Resources Group that jointly

completed in excess of $1.4 Billion in flow through share transactions for the Canadian resource

industry. He has served on multiple public boards and held several C-level executive positions. He

holds a Bachelor of Science degree from the University of British Columbia and an MBA from

City University.

Charles Hethey is a securities lawyer in British Columbia and New York with over 10 years’

experience. Mr. Hethey represents a number of U.S. and Canadian listed entities on the TSX

Venture Exchange, Canadian Securities Exchange and U.S. OTC markets. In particular, Mr.

Hethey’s clients are active in a broad range of industries including mineral resources, oil and gas,

industrial, green energy and technology. Mr. Hethey has significant experience in U.S. and

Canadian corporate finance, mergers and acquisitions and securities compliance matters. Mr.

Hethey was a director of New Energy Metals Corp. (TSXV: ENRG), a min eral exploration

company with exploration projects in Quebec and Chile , and a director of Skyledger Tech Corp.

(CSE: SKYL), a Bitcoin miner.

Robert McMorran obtained his Chartered Accountants designation in 1981. Mr. McMorran

founded and has been the Pre sident of Malaspina Consultants Inc. since July 1997, a private

company providing accounting and administrative services to junior public companies since 1997.

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Mr McMorran has held board and senior management positions with a number of public

companies since 1991 and is a director and or CFO a number of junior resource companies.

Share Consolidation

The Company also announces that its directors have approved the consolidation of the Company’s

10,798,083 issued and outstanding common shares on the basis o f one new share for every 1.5

outstanding shares. As a result of the share consolidation, the Company will have 7,198,722

common shares outstanding. The share consolidation is subject to acceptance of the TSX Venture

Exchange.

Private Placement

The directors have also approved a private placement to raise up to $ 660,000 through the

distribution of 11,000,000 post-consolidated units (each a “Unit”) at $0.06 per Unit. Each Unit

will consist of one common share of the Company and one share purchase warrant (a “Warrant”),

with each Warrant exercisable at a price of $0.10 per share for a period of one year from the date

of issue.

The Company anticipates that James Hutton, the proposed Chief Executive Officer and director,

will subscribe for 9,000,000 post-consolidation Units, being 49.5% of the issued and outstanding

shares of the Company on an undiluted basis and 66.2 % of the issued and outstanding shares of

the company on a partially diluted basis . As this will constitute a change of control of the

Company, the Company will be required to obtain shareholder approval of the private placement

financing pursuant to the rules of the TSX Venture Exchange.

Funds will be used for costs associated with its corporate reorganization with Bear Mountain Gold

Mines Ltd. (see news release of October 22, 2018), payment of certain debts, and for working

capital purposes. Finder’s fees may be paid in accordance with TSX Venture Exchange guidelines.

ON BEHALF OF THE BOARD:

“Carl von Einsiedel”

Carl von Einsiedel, CEO

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the

TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION : This news release

includes certain “forward -looking statements” under applicable Canadian securities legislation. Forward -looking

statements include, but are not limited to, statements with respect to: the proposed consolidation of the Company’s

shares, and the proposed private placement . There is no assurance the Company will be able to raise funds on the

terms stated, or at all. Forward-looking statements are necessarily based upon a number of estimates and assumptions

that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may

cause the actual results and future events to differ materially from those expressed or implied by such forward-looking

statements. Such factors include, but are not limited to: general business, economic, political and social uncertainties;

delay or failure to receive board, shareholder or regulatory approvals; and the uncertainties surrounding the mineral

exploration industry. There can be no assurance that the Company will be successful in completing either the

consolidation or the private placement . Accordingly, readers should not place undue reliance on forward -looking

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statements. The Company disclaims any intention or obligation to update or revise any forward -looking statements,

whether as a result of new information, future events or otherwise, except as required by law.