2010 News Releases
April 26, 2010
Shareholders Approve Business Combination of Sierra Minerals and Goldgroup Resources
Toronto, Ontario and Vancouver, British Columbia, April 26, 2010 - Sierra Minerals Inc. (TSX: SIM) ("Sierra") and Goldgroup Resources Inc., a privately-held British Columbia company ("Goldgroup"), are pleased to announce that all resolutions in respect of the previously announced business combination between Sierra and Goldgroup were overwhelmingly supported by votes cast by shareholders of both companies. At a special meeting of Goldgroup's shareholders held on April 26, 2010, votes representing 61.3% of the outstanding shares of Goldgroup as at the record date were cast, with 100% voted in favour of the special resolution approving a statutory plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia), which involves, among other things, the amalgamation of Goldgroup and a wholly-owned subsidiary of Sierra.
At a special meeting of Sierra's shareholders, also held on April 26, 2010, votes representing 53.5% of the outstanding shares of Sierra as at the record date were cast, with 99.7% (99.4% majority of the minority) voted in favour of the share issuances required to acquire 100% of the outstanding shares of Goldgroup. In addition, 99.7% of the votes cast at the meeting were voted in favour of approving the consolidation of Sierra's shares on a 2.85 (old) for 1 (new) basis and changing the name of Sierra to "Exploitation Minière Goldgroup Inc." and its English version "Goldgroup Mining Inc." A motion to approve and adopt new general by-laws of Sierra was passed by a show of hands.
Under the Arrangement, Goldgroup shareholders will receive one post-consolidation common share of Sierra (being common shares of Sierra consolidated on a 2.85:1 basis) for each common share of Goldgroup held, as more particularly described in the joint management information circular of Sierra and Goldgroup dated March 25, 2010. The Arrangement remains subject to the approval of the British Columbia Supreme Court. A hearing on the Arrangement will be held on April 28, 2010 for the Final Order approving the Arrangement. Closing of the transaction is anticipated to occur on or about April 30, 2010.
Sierra expects the name change to Goldgroup Mining Inc. and the share consolidation to occur on Friday, April 30, 2010, resulting in the issuance of 33,009,941 post-consolidation common shares to existing Sierra shareholders. Upon the closing of the transaction, former Goldgroup shareholders will then be issued 51,942,637 common shares of Goldgroup Mining Inc. such that the combined company will have 84,952,578 common shares outstanding postclose. The common shares of the combined company will continue to be traded on the Toronto Stock Exchange ("TSX"), however in connection with the name change and consolidation of shares, the trading symbol will change from "SIM" to "GGA". The common shares of the combined company are expected to begin trading on a consolidated basis along with the corresponding adjustment in share price, on or about May 6, 2010, subject to the final approval of the TSX. In the meantime, the combined company's shares will continue to trade under the symbol
"SIM" on a non-consolidated basis.
Michael H. Farrant, President and CEO of Sierra commented on the results of the vote stating, "We are extremely pleased with the overwhelming support shown for this transaction by each of the respective shareholder groups. We have brought together production, projects and people to form what we believe is one of the best publicly traded junior Mexican gold producers. We believe, based on current prices, that the combined company is significantly undervalued relative to a number of its peers despite having a project pipeline that management expects will provide sizeable growth in gold production at lower anticipated operating costs over the next 18 to 36 months in addition to aggressive targets for growth in estimated mineral resources both at the combined company's flagship Caballo Blanco property and at the San José de Gracia property. I believe the coming months will be very exciting for the shareholders of Goldgroup Mining Inc."
About Sierra and Goldgroup
For further information on Sierra, please visit Sierra's website at www.sierraminerals.ca. For further information on Goldgroup, please visit Goldgroup's website at www.goldgroupresources.com.