ENSENADA, Mexico, May 28, 2013 /PRNewswire/ -- The primary
considerations behind the Plan were/are as follows:
The sole revenue generating asset of CWRN (Pinksheets: CWRN)
consists of a wholly owned foreign (Mexican) operating Subsidiary,
Panamerican Minerals Ventures S.A. de C.V.(PMV), which was held in
trust for CWRN and its shareholders by Robert L. Cotton and Sharon Vasquez . Due to a severe lack of
Operating Capital, PMV was forced to cease mining operations in
October of 2012, and had amassed unpaid debts in excess of
$2.0 Million USD. Furthermore, PMV is
a Defendant in various legal proceedings in Mexico, the loss of any of which would force
PMV to declare bankruptcy. In all, PMV required on the order of
$5.0 Million USD in financing in
order to allow it to resume operations. As CWRN was/ is unable to
provide this financing, and in order to preserve any value for
CWRN`s Shareholders, the Board believed it had to act
immediately.
After careful consideration of all the options open to it, the
Board of CWRN has adopted a Plan of Reorganization under which it
spins off, pro rata to shareholders, a newly formed subsidiary,
Kiliwa Mining Group, US, Inc. (KMG) which will hold the stock of
the Mexican subsidiary mining Company Panamerican Minerals S.A. de
C.V. This will be accomplished via a dividend consisting of the
shares of the wholly owned subsidiary KMG, pro rata, issued to
all of the shareholders of CWRN, as of an effective date
within 60 days hereof, on a 1 KMG share for each 1,000 CWRN shares
basis, as part of the Plan of Reorganization on a record date to be
determined in accordance with Notice requirements of CUSIP, DTC,
and FINRA. Said KMG shares shall be held, in trust, by the Escrow
Agent (transfer agent) pending effectiveness of a registration
statement under the Securities Act of 1933.
The Board`s actions have already resulted in sufficient
financial relief having been extended to allow PMV to avoid
bankruptcy and the loss of its equipment, while retiring a
significant portion of its outstanding payables. Furthermore, on
May 19, 2013, PMV successfully
shipped 68,069 Tons of Iron Ore from Ensenada aboard a Panamax Bulker (a first for
Baja California minerals), of
which 45,000 Tons were that material previously sold but
quarantined by the Customs authorities and only recently released,
plus 23,000 Tons of other inventory. The Board believes that
their actions will allow sufficient capitalization to allow
sustainable operations under KMG`s new management team.
Please note that neither Robert Cotton nor Sharon Vazquez is associated with the project
any longer, nor do either of them either own or control any shares
of any of the aforementioned entities.
The Bylaws of the Corporation have also been amended to add the
following provisions: a) Pursuant to NRS 78.378, the Corporation
hereby declares that the application of the "Acquisition of a
Controlling Interest" provisions of Nevada Revised Statutes 78.378
to 78.3793, inclusive, do not apply to the corporation or to the
acquisition of controlling interest in the corporation; and b)
Further, pursuant to NRS 78.434(3), the Corporation hereby elects
not to be governed by the "Interested Stockholders" provisions of
Nevada Revised Statutes 78.411 to 78.444, inclusive.
Safe Harbor: Statements regarding financial matters in
this press release other than historical facts are "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, Section 21E of the Securities Exchange Act of 1934, and as
that term is defined in the Private Securities Litigation Reform
Act of 1995. The Company intends that such statements about the
Company's future expectations, including future revenues and
earnings, technology efficacy and all other forward-looking
statements be subject to the Safe Harbors created thereby. The
Company is a development stage firm that continues to be dependent
upon outside capital to sustain its existence. Since these
statements (future operational results and sales) involve risks and
uncertainties and are subject to change at any time, the Company's
actual results may differ materially from expected results.
For more information contact:
Kiliwa Mining Group
kiliwamininggroup@gmail.com
SOURCE Cotton & Western Mining, Inc.