SIRG purchased their shell here and became a com
Post# of 4018
Posted On: 08/24/2012 8:56:33 PM
SIRG purchased their shell here and became a company on March 16, 2010. The start of SIRG and the purchase of the mine.
On March 16, 2010, the Company, the Purchaser and the Sellers entered into Amendment No. 1 to the Share Purchase Agreement (the " Amendment ") pursuant to which the Purchase Price was reduced to Two Hundred Twenty Nine Thousand Dollars ($229,000) (the " Reduced Purchase Price ").
On March 17, 2010, the Company, the Purchaser and the Sellers consummated the Purchase Transaction upon the Purchaser's delivery of the Reduced Purchase Price to the Sellers and the Sellers delivery to the Purchaser of the stock certificates representing the Shares.
The foregoing descriptions of the Agreement and the Amendment are only summaries, do not purport to be complete and are qualified in their entirety by reference to the copies of the Share Purchase Agreement and the Amendment filed herewith as Exhibit 10.01 and Exhibit 10.02, respectively, and are incorporated herein by reference.
5.01 CHANGES IN CONTROL OF REGISTRANT.
At the closing of the Purchase Transaction, the Purchaser received approximately seventy percent (70%) of the Company's issued and outstanding common stock. The closing of the Purchase Transaction occurred on March 17, 2010.
In addition, effective as of March 17, 2010, in connection with the closing of the Purchase Transaction, (i) Sandra J. Andre and Suzette M. Encarnacion resigned from their respective positions as officers and directors of the Company and (ii) the Board elected Michael A. Dougherty and Joshua W. Rohbock to serve as directors of the Company. Paul W. Andre is continuing to serve as a director and as Secretary and Treasurer of the Company until approximately ten days after the date on which the Company's Information Statement on Schedule 14 f-1 is filed with the SEC and mailed to all the holders of record of the Company's common stock.
On April 23, 2010, Sierra Resource Group, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Medina Property Group LLC, a Florida limited liability company (“Medina”). Pursuant to the Asset Purchase Agreement, and upon the terms and subject to the conditions thereof, the Company agreed to purchase 80% of certain assets of Medina (the “Acquisition”) known as the Chloride Copper Project, a former copper producer comprised of a mineral deposit and some infrastructure located near Kingston, Arizona (the “Mine”). The purchase price for the Acquisition consists of the issuance at the closing of the Acquisition of an aggregate of 12,750,000 shares of the Company’s common stock in the name of Medina (the “Share Consideration”) and the payment of $125,000 to a third party designated by Medina in the Asset Purchase Agreement. The Closing conditions have been satisfied.
In addition, Black Diamond Realty Management, LLC returned 5,348,000 shares to treasury.
The completion of the Acquisition is subject to the satisfaction or waiver of a number of closing conditions set forth in the Asset Purchase Agreement, including among others, the delivery of a deed and bill of sale with respect to the Mine, the delivery of a stock certificate representing the Shares Consideration. The Acquisition formally closed on June 21, 2010.
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