SMG.H Sierra Madre Developments Inc

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VANCOUVER, BC, May 26, 2021 /CNW/ - Sierra Madre Developments Inc. (NEX: SMG.H) ("Sierra Madre" or the "Company") is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the "TSXV") for its previously announced Reverse Takeover (as defined in TSXV Policy 5.2) (the "Transaction") with Goldshore Resources Inc. ("Goldshore"). The Transaction will result in a reverse take-over of Sierra Madre by the shareholders of Goldshore.

Completion of the Transaction remains subject to the satisfaction of customary closing conditions. In accordance with TSXV requirements, Sierra Madre has filed a filing statement dated May 26, 2021 (the "Filing Statement") on Sierra Madre's SEDAR profile at www.sedar.com.

Closing of the Transaction is expected to occur on or about May 31, 2021. The Company will issue a further news release announcing the closing of the Transaction and the date on which trading in the common shares of the Company will resume on the TSXV. Trading will remain halted pending completion of the Transaction and the issuance of the final TSXV bulletin in respect of the Transaction.

About Goldshore

Goldshore is an emerging junior gold developer, and in connection with the Transaction it will acquire the Moss Lake Gold Project from Wesdome Gold Mines Ltd. Well-financed after having completed a $25 million financing and supported by an industry-leading management group, board of directors and advisory board, Goldshore is well positioned to advance the Moss Lake Gold Project through the next stages of exploration and development.

About Sierra Madre

Sierra Madre is listed on the NEX board of the TSXV. Sierra Madre has no commercial operations and no assets other than cash.

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements that constitute "forward-looking information" ("forward-looking information") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. Forward-looking statements in this news release include statements regarding the closing of the Transaction and the potential listing on the TSXV. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including that all applicable regulatory approvals for the Transaction will be received and the Transaction will be completed on the terms set forth in this press release, on acceptable terms or at all. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. 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 information. Such factors include, but are not limited to, delay or failure to receive regulatory approvals. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Completion of the Transaction is subject to a number of conditions, including but not limited to, the approval of the TSXV, regulatory and third-party approvals and the satisfaction of other closing conditions. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Sierra Madre Developments Inc.