STEAMBOAT SPRINGS, Col., Jan. 20, 2021 (GLOBE NEWSWIRE) -- WESTERN SIERRA RESOURCE CORPORATION (“WSRC” or the “Company”) OTC: WSRC announces that a binding Letter of Intent for funding, asset, and management consolidation has been executed with GLOBAL HEMP GROUP, INC. (CSE: GHG/OTC: GBHPF/FRANKFURT: GHG. Prescient Strategies Group LLC (“PSG”), holder of a majority of the Company’s Preferred Series A Shares, has signed a binding Letter of Intent wherein it has agreed to transfer its Western Sierra Resource Corporation (“WSRC”) Preferred Series A Shares (“WSRC Prefs”) to GHG in a private, third party transaction in exchange for funding to advance WSRC’s water and resource projects under the GHG Corporate umbrella; and to retire WSRC’s secured debt obligations. The resulting acquisition of these WSRC Prefs will effectively give GHG board control of WSRC, and specifically of its strategic water infrastructure assets that will be an integral part of the Company’s Colorado Hemp-Agro Industrial Zone project as originally announced on September 16, 2020. The parties have agreed to develop the project through Innovative Hemp Technologies--a wholly owned GHG U.S. subsidiary. The resulting alignment of GHG, WSRC and their respective management teams together under one umbrella will result in a stronger, more focused, and efficient entity.
As part of the contemplated transaction, GHG is in the process of commissioning updated appraisals on WSRC’s water assets. Documented historical valuations of WSRC’s 4,000-acre feet of water rights and associated infrastructure assets include a 2013 MAI appraisal, 2015 Water Engineer Valuation, and 2017 Water Law Attorney’s Comprehensive Summary of Value, all of which support a value of U.S. $40,000,000 or higher.
Prescient Strategies Group LLC currently holds 19,875,000 of 20,000,000 Series A WSRC Prefs (with Voting Rights of 100 votes per share). On signing of the Definitive Agreement, which is expected to be concluded on or about January 25, 2021, GHG will acquire 11,006,440 unencumbered WSRC Prefs from PSG in exchange for 11,006,440 GHG Preferred B shares (“GHG Prefs”) (the “Initial Issuance”), as more fully outlined below.
An additional 8,868,560 WSRC Prefs have been pledged as collateral to secure US $3,842,269 in debt financing for WSRC. These encumbered WSRC Prefs will also be acquired by GHG upon restructure/repayment of WSRC’s existing debt (the “WSRC Debt”) by way of, but not limited to, the consolidation, refinance, or extension of the existing WSRC Debt (the “WSRC Debt Restructuring”). Further to the WSRC Debt Restructuring, the WSRC Debt will have a maturity of a minimum of three (3) years, with the objective of replacing existing notes and releasing the WSRC Prefs as collateral.
As part of the contemplated transaction, GHG will issue 10,000,000 common share purchase warrants to PSG (the “GHG Warrants”). The GHG Warrants will be exercisable for a period of five (5) years at a price per GHG Warrant of CAD $0.05 per share.
Conditions Precedent to signing the Definitive Agreement:
- The Parties completing final due diligence on or before January 25, 2021; and
- WSRC restructuring certain unsecured debt prior to the issuance of the GHG Prefs; and
- GHG committing to provide the necessary initial payments to complete the transaction and other Debt Restructuring.
Upon completion of the acquisition of all of PSG’s WSRC Prefs, GHG will nominate additional WSRC board members and advisors as required, the whole subject to nomination procedures of WSRC.
WSRC will work closely with GHG’s management and GHG’s investor resource network to support and maximize the value of WSRC’s assets and revenue producing opportunities.
As soon as practicable, each party shall provide all necessary information and documentation to permit an application to the Canadian Securities Exchange (the “CSE”) for approval of the Transaction, if required.
Roger Johnson, President of WSRC stated, “This collaboration with GHG has been under serious consideration since 2015. The evolution of “green” technologies combined with a regulatory climate now conducive to development of innovative products and methodologies, has resulted in a demonstrated market acceptance of, demand for, and profitability in “green” construction. The Hemp Agro-Industrial Zone (“HAIZ”) initially contemplated by the Companies can now be implemented using the combined financial resources, assets, and expertise of the Parties to achieve this long-standing objective on behalf of their respective shareholders. GHG’s financial and industry relationships combined with WSRC’s $40 million in water and infrastructure assets will establish a solid platform from which to optimize profitability for the “HAIZ” and other “green” WSRC projects in process.”
Founded in 1907, Western Sierra Resource Corporation (a Utah corporation), has historically been a gold and silver mining company which continues to own several historical precious metal reserves in Arizona. In 2014 the Company broadened its vision to include natural (and renewable) resources with its acquisition of water rights and associated infrastructure assets in Colorado suitable for myriad “beneficial use” projects. These projects include, but are not limited to, agricultural production; affordable housing; development of “green” energy and energy conservation technologies; commercial real estate development; recreation; stock watering; greenhouse production; open space maintenance; and wildlife habitat.
Forward Looking Statements:
This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Such statements include any that may predict, forecast, indicate, or imply future results, performance or achievements, and may contain the words “estimate”, “project”, “intend”, “forecast”, “anticipate”, “plan”, “planning”, “expect”, “believe”, “likely”, “should”, “could”, “would”, “may” or similar words or expressions. Such statements are not guarantees of future performance and are subject to risks and uncertainties that could cause the company’s actual results and financial position to differ materially from those in such statements, which involve risks and uncertainties, including those relating to the Company’s ability to grow. Actual results may differ materially from those predicted and any reported should not be considered an indication of future performance. Potential risks and uncertainties include the Company’s operating history and resources, together with all usual and common economic, competitive, and equity market conditions / risks.
Western Sierra Resource Corp
Roger Johnson, CEO
Dennis Atkins, CFO