SEC v. WESTERN SIERRA RESOURCE CORPORATION; ROGER JOHNSON; and DENNIS ATKINS, No. 1:24-cv-01705, District of Colorado (June 18, 2024) — Complaint

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IN THE UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF COLORADO 
 
Civil Action No. 24-cv  -01705 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION, 
 
 Plaintiff, 
 
v. 
 
WESTERN SIERRA RESOURCE CORPORATION, ROGER JOHNSON, 
AND DENNIS ATKINS, 
 
 Defendants. 
 
 
COMPLAINT 
 
 
 Plaintiff United States Securities and Exchange Commission (“SEC”), for its 
Complaint against Western Sierra Resource Corporation (“Western Sierra”), Roger 
Johnson (“Johnson”), and Dennis Atkins (“Atkins”) (collectively, “Defendants”), 
alleges as follows: 
SUMMARY OF THE ACTION 
1. For over two years, Western Sierra, its chief executive o fficer 
(“CEO”) Johnson,  and its chief financial officer (“CFO”) Atkins claimed that 
Western Sierra had an interest in gold mining claims worth billions of dollars, 
when it did not. The Defendants made these repeated false claims in multiple press 
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releases, quarterly and annual submissions filed with the trading platform Over-
the-Counter (“OTC”) Markets, and on Western Sierra’s website. During this entire 
period, investors purchased Western Sierra stock without knowing the true assets 
of the company.     
2. For example, Western Sierra, through Johnson and Atkins, claimed it 
had paid $10 million for an interest in Company A, which purportedly owned more 
than 640 acres of Bureau of Land Management mining claims within the State of 
Nevada (the “Sage Hen Mining Claims”).   
3. This was false. In truth, and as the Defendants knew, Company A did 
not own any mining claims, and Western Sierra did not pay $10 million for the 
claims that Company A did not own.  
4. Nonetheless, the Defendants repeated these statements, while also 
making other false statements about the Sage Hen Mining Claims.  
5. As a result of the conduct described herein, Defendants have violated 
and, unless restrained and enjoined, will continue to violate, Section 10(b) of the 
Exchange Act of 1934 (“Exchange Act”) (15 U.S.C. § 78j(b)),  and Rule 10b-5 (b) 
(17 C.F.R. § 240.10b-5(b)).   
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DEFENDANTS 
6. Defendant Western Sierra Resource Corporation is a Utah 
corporation, with its principal place of business in Glenwood Springs, Colorado. 
Western Sierra purports to be a natural resource development and mining 
company.  
7. Defendant Roger Johnson, age 70, is a resident of Steamboat 
Springs, Colorado. Johnson serves, and at all relevant times has served, as   CEO of 
Western Sierra and,  personally and through a separate company, owns 
approximately 33 million shares of Western Sierra’s Preferred Series A shares 
(33% of the total Series A shares). He also personally owns 3,333,333 Western 
Sierra’s Preferred Series B shares (33% of the total Series B shares). Neither 
Western Sierra’s Preferred Series A shares nor its Preferred Series B shares are 
convertible to common stock. 
8. Defendant Dennis Atkins, age 64, is a resident of Edmond, 
Oklahoma. Atkins serves, and at all relevant times has served, as the CFO of 
Western Sierra. Atkins owns 49,103,000 of Western Sierra’s common shares 
(14.57% of the total common shares), approximately 33 million of Western 
Sierra’s Preferred Series A shares (33% of the total Series A shares), and 
3,333,333 of Western Sierra’s Preferred Series B shares (33% of the total Series B 
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shares).  Atkins also filed the incorporation paperwork to form Company A and is 
its CFO. 
RELATED ENTITIES 
9. Company A is a Nevada corporation formed on June 21, 2021. 
Atkins and another individual established this entity to manage future gold and 
other precious metals mining operations in Nevada and to employ the individuals 
who would work on the planned projects. It does not own, nor has it ever owned, 
the Sage Hen Mining Claims. As described below, in 2021 Western Sierra entered 
into an agreement with Company A to acquire 70% of its stock. 
10. Company B purports to hold the Sage Hen Mining Claims and is not 
affiliated with any of the Defendants. It entered into an agreement with Company 
A    to develop the Sage Hen Mining Claims. Per the terms of the contract, after 
Company A paid $10 million to Company B, Company B would transfer the Sage 
Hen Mining Claims to Company A, and Company A would receive 49% of any 
income produced by the planned projects. Company A never paid Company B the 
$10 million, Company B never transferred the Sage Hen Mine Claims to Company 
A, and the planned development of the Sage Hen Mining Claims never produced 
any income. 
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JURISDICTION AND VENUE 
11. The SEC brings this action under the authority conferred by Section 
21(d) of the Exchange Act (15 U.S.C. § 78u(d)).  With respect to each of the 
Defendants, the SEC seeks a permanent injunction against violations of Section 
10(b) of the Exchange Act (15 U.S.C. § 78j(b)) and Rule 10b-5(b) (17 C.F.R. 
§   240.10b-5(b)) and civil penalties pursuant to Section 21(d)(3) of the Exchange 
Act (15 U.S.C. § 78u(d)(3)). With respect to Johnson and Atkins, the SEC also 
seeks an officer and director bar pursuant to Section 21(d)(2) of the Exchange Act 
(15 U.S.C. § 78u(d)(2)) and a penny stock bar pursuant to Section 21(d)(6)(A) of 
the Exchange Act (15 U.S.C. § 78u(d)(6)(A)).   
12. The Court has jurisdiction over this action pursuant to Sections 21(d) 
and 27(a) of the Exchange Act ( 15 U.S.C. §§ 78(u)(d) and 78aa). 
13. Venue lies in this Court pursuant to Section 27 of the Exchange Act 
(15 U.S.C. § 78aa).  Among other things, certain acts or transactions constituting 
the violations of the federal securities laws detailed herein occurred in this district. 
Specifically, at all relevant times, Western Sierra’s principal place of business was 
in Glenwood Springs, Colorado; Johnson resided in this district;  and the false and 
misleading statements identified herein were made in, among other places, this 
district.  
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14. In connection with the transactions, acts, practices, and courses of 
business described in this Complaint, Defendants, directly and indirectly, made use 
of the means and instrumentalities of interstate commerce, of the mails, or of the 
means and instrumentalities of transportation or communication in interstate 
commerce.  
FACTS 
I. Background 
A. Western Sierra and the Announcement of its Project with 
Company A. 
15. Western Sierra claims in its OTC submissions that its primary 
business is the extraction of precious metals as well as other natural-resource 
related projects such as contamination mitigation. 
16. From at least June 2021 through at least October 2023, Western 
Sierra’s shares were quoted on OTC Link. As of at least March 2024, Western 
Sierra’s shares on OTC Link were limited to unsolicited quoting activity only. 
17. From at least June 2021 through present, Western Sierra’s shares have 
been “penny stocks” and have qualified as such because, among other things, 
(1) the securities were not an “NMS stock,” as defined in 17 C.F.R. 
§   242.600(b)(55); (2) they traded below five dollars per share during the relevant 
period; (3) Western Sierra had net tangible assets and average revenue below the 
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thresholds of Exchange Act Rules 3a51-1(g)(1) and (2) (17 C.F.R. §§ 240.3a51-
1(g)(1) and (2)); and (4) the securities did not meet any of the other exceptions 
from the definition of “penny stock” contained in Exchange Act Rule 3a51-1 (17 
C.F.R. § 240.3a51-1).   
18. In the summer of 2021, Western Sierra began issuing a series of press 
releases about a planned project with Company A. Johnson and Atkins drafted and 
approved the press releases and other updates about the planned project.  
B. Company A is Formed and Enters Into a Joint Venture with 
Company B. 
19. On June 21, 2021, the day before Western Sierra issued the press 
release announcing the project discussed below, Atkins incorporated Company A. 
Atkins, who filed the paperwork for the formation, was the CFO of Company A 
and expected to own a portion of Company A. Atkins formed Company A to 
manage future gold and other precious metals mining operations in Nevada and to 
employ the individuals who would work on the projects.  
20. On June 26, 2021, Company A entered into a Joint Venture 
Agreement with Company B whereby it agreed to pay Company B $50,000 within 
three days, and provide an additional $10 million as described below, in exchange 
for the Sage Hen Mining Claims and 49% of the net income from the planned 
projects. Atkins and one other individual signed the agreement on behalf of 
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Company A. Per the terms of the agreement, Company A was required to pay 
Company B $1 million within 60 days of the agreement’s execution, $2 million 
within 90 days of the agreement’s execution, and $7 million within 150 days of the 
agreement’s execution. Company A met none of these deadlines. The only 
payment made related to this agreement was a $50,000 payment that Western 
Sierra paid on behalf of Company A on July 19, 2021. As Company A never paid 
Company B the $10 million, Company A never owned the Sage Hen Mining 
Claims.  
C. Western Sierra Contracts to Purchase an Interest in Company A. 
21. Two days after Company A entered into the Joint Venture Agreement 
with Company B, on June 28, 2021, Western Sierra, through Johnson and Atkins, 
contracted to purchase 70% of Company A for $100,000 due within  30 days of the 
execution of the agreement and “agree[d] to provide an additional $9,900,000 of 
funding to [Company A] on a best-efforts basis to be used for the construction [of] 
the 100 ton per day production and extraction plant on the Sage Hen claims.” 
Western Sierra never paid Company A the $100,000 within 30 days of the 
execution of the contract and never paid the additional $9,900,000 it owed.  
22. On September 27, 2021, Western Sierra, Company A, and Company 
B    entered an agreement to expand the total acreage of the Sage Hen Mining Claims 
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that could be purchased to 1300 acres and to increase the total required financing 
by $2 million, from $10 million to $12 million. That agreement required $100,000 
to be paid to Company B on that date and an additional $250,000 to be paid within 
12 months. While Western Sierra paid the original $100,000, neither Western 
Sierra nor Company A paid Company B the required additional $250,000. Further, 
the contract was never fully executed. While Western Sierra and Company B 
signed the contract, Company A never executed it.  
23. To date, neither Company A nor Western Sierra have any interest in 
the original or expanded Sage Hen Mining Claims. 
II. Defendants Made Materially False and Misleading Statements in the 
June 22, 2021 Press Release.  
 
24. On June 22, 2021, Western Sierra made false and misleading 
statements, which Johnson and Atkins drafted and approved, concerning 
negotiations over the purchase of the Sage Hen Mining Claims in a press release 
titled “Western Sierra Resource Corporation Enters Talks to Acquire Majority 
Stake in a Gold Mining Operation with Enhanced Recovery Net Income Projected 
at $3.2 Billion” (the “June 22 Press Release”). 
25. In the June 22 Press Release, which was posted on the Western Sierra 
website and published via a newswire service, Defendants stated that Western 
Sierra had started negotiations to acquire 70% of Company A, which “owns 49% 
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of the Sage Hen Mining clai ms in Nevada totaling 640 acres” and that Company 
A’s portion of the annual net income of the purported mining operation was 
projected to be $3.2 billion.
 
26. A reasonable investor would have understood from the statements that 
Company A owned an interest in the Sage Hen Mining Claims and that Western 
Sierra was going to purchase 70% of Company A. 
27. The statements in the June 22 Press Release were false and misleading 
because Company A, which was formed one day prior to the issuance of the press 
release, did not own 49%—or any other percentage—of the Sage Hen Mining 
Claims. 
28. Indeed, at the time of the June 22 Press Release, Company A did not 
have a contract to purchase the Sage Hen Mining Claims. Further, four days later, 
when Company A entered into a contract concerning the Sage Hen Mining Claims 
(which Atkins signed on behalf of Company A), it did not receive the mining 
claims, but rather only the right to purchase the claims for $10 million, which it 
has never paid.  
29. The false and misleading statements in the June 22 Press Release 
regarding Company A and its ownership of the Sage Hen Mining Claims were 
material to investors because, among other things, knowing that Company A did 
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not actually have any stake in a planned gold mining operation with revenue in the 
billons would be material to an investor deciding whether to invest in Western 
Sierra. 
30. On June 22, 2021, the day the press release was issued, the stock price 
closed up over 840% from the prior trading day closing price at $0.2495. The 
volume also increased 13,483% from the prior trading day, from 1.4 million on 
June 21, 2021, to over 192 million on June 22, 2021. 
III. Defendants Made False and Misleading Statements in the June 30, 2021 
Press Release.  
 
31. On June 30, 2021, Western Sierra again made false and misleading 
statements, which Johnson and Atkins drafted and approved, concerning the 
acquisition of the Sage Hen Mining Claims in a press release titled “Western Sierra 
Resource Corporation Acquires Majority Ownership of [Company A] and the Sage 
Hen Mine”   (the “June 30 Press Release”).  
32. In the June 30 Press Release, which was posted on the Western Sierra 
website and published via a newswire service, Defendants stated that Western 
Sierra “has completed negotiations and has fully executed an agreement with 
[Company A] to acquire 70% of [Company A’s]  common stock in exchange for 
$10 million which will be used to immediately initiate development of the Sage 
Hen Mining Claims in Western Nevada.”     
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33. A reasonable investor would have understood from this  statement that 
Western Sierra had successfully completed negotiations with Company A and was 
going to pay Company A $10 million for 70% of Company A’s common stock, 
which would be used to develop the Sage Hen Mining Claims.  
34. This statement in the June 30 Press Release was false and misleading 
because, while the June 30 Press Release stated that Western Sierra had a fully 
executed agreement to acquire 70% of Company A’s stock for $10 million, the 
contract between Western Sierra and Company A required Western Sierra to pay 
Company A $100,000 for 70% of Company A’s common stock within 30 days—
not $10 million. The contract stated that Western Sierra would pay an additional 
$9,900,000 “on a best efforts basis.” Moreover, Western Sierra never paid 
Company A this $100,000 within the time frame the contract required.  
35. In the June 30 Press Release, the Defendants also stated that 
“[Western Sierra’s] management’s level of confidence in this project is such that 
the $10 million cost of the 100 ton/day plant will be invested directly by [Western 
Sierra’s] officers and directors to prevent dilution of shareholder equity in the 
Company.” 
 
36. A reasonable investor would have understood from this statement that 
the officers and directors of Western Sierra, Johnson and Atkins, were personally 
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investing millions of dollars of their own money in the project, aligning their 
personal interests with the interests of investors and demonstrating their 
commitment to the project.  
37. This statement in the June 30 Press Release was false and misleading 
because neither Johnson nor Atkins planned to invest $10 million and neither had 
the assets to pay this amount. They instead intended to employ other funding 
sources. Additionally, once those alternative funding routes failed to materialize, 
neither Johnson nor Atkins individually (or collectively)  invested $10 million to 
fund the project. 
38. In the June 30 Press Release, the Defendants also stated that: 
[Company A] and [Western Sierra] will immediately commence the 90-
day permitting process to obtain a five-acre disturbance permit on the 
640 acre development site on which to build a $10 million, 100 ton/day 
Pilot Processing Plant. The facility is scheduled to be fully operational 
within 12 months. However, specific testing and limited development 
of the mining claims will commence immediately. 
 
39. A reasonable investor would have understood from this statement that 
Western Sierra would immediately utilize the Sage Hen Mining Claims and that 
Company A and Western Sierra were able to start the process to obtain a permit 
and begin development.  
40. This statement in the June 30 Press Release was false and misleading 
because neither Company A nor Western Sierra had any rights to start 
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development as neither had paid the required amounts to acquire the Sage Hen 
Mining Claims and therefore, neither owned any of the Sage Hen Mining Claims. 
41. The false and misleading statements in the June 30 Press Release 
regarding the amount of the contract with Company A, the commitment of 
management to funding the project, and the status of the project were material to 
investors because all would be important to a reasonable investor deciding whether 
to invest in Western Sierra. Further, a reasonable investor would take away from 
these statements that Western Sierra, Johnson, and Atkins had $10 million in funds 
to immediately start a project with a claimed annual net income in the billions of 
dollars.  
42. On June 30, 2021, the day the press release was issued, the stock price 
closed up over 48% from the prior trading day closing price at    $0.3988. The 
volume also increased 189% from the prior trading day, from 22 million on June 
29, 2021, to 64 million on June 30, 2021. 
IV. Defendants Made False and Misleading Statements in the July 8 and 
July 13, 2021 Press Releases.  
 
43. After the June 30 Press Release, Western Sierra continued to 
disseminate public statements, which Johnson and Atkins drafted and approved, 
falsely touting its acquisition of the mining rights.  
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44. Approximately one week later, on July 8, 2021, Western Sierra issued 
a press release, drafted and approved by Johnson and Atkins, which was posted on 
the Western Sierra website and published via a newswire service, to announce a 
new project, which also referenced its “Sage Hen Gold Reserve acquisition by way 
of its majority (70%) common stock ownership interest in [Company A]” that was 
“finalized and announced last week.”  
45. A similar claim was repeated on July 13, 2021, when Western Sierra 
issued a press release, drafted and approved by Johnson and Atkins, which was 
posted on the Western Sierra website and published via a newswire service, where 
Defendants stated that they will “actively strive, as major (70%) stakeholder in 
[Company A] to bring the Sage Hen Gold Reserve in Western Nevada into rapid 
production (as announced June 30, 2021).”   
46. As explained above, the statements in the July 8 and July 13, 2021 
press releases concerning the Sage Hen Mining Claims were false and misleading 
because neither Company A nor Western Sierra owned any portion of the mining 
claims.  
47. The false and misleading statements in the July 8 and July 13, 2021 
press releases regarding the Sage Hen Mining Claims were material to investors, 
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because, among other things, investors would want to know if Western Sierra did 
not actually have any ownership in  the Sage Hen Mining Claims. 
48. Following the July 8 press release, which mainly addressed different 
projects, the stock price increased approximately 25% from the prior trading day 
closing price, up to a high of $0.2563, but closed the day down to $0.184—down 
9% from the prior day’s close. The volume also increased 68% from the prior 
trading day, from 8.8 million on July 7, 2021, to over 14.8 million on July 8, 2021. 
49. Following the July 13 press release, which mainly addressed different 
projects, the stock price increased approximately 18% from the prior trading day 
closing price, up to a high of $0.246, but closed the day down to $0.1623—down 
22% from the prior day’s close. The volume also increased 47% from the prior 
trading day, from 9.2 million on July 12, 2021, to over 13.5 million on July 13, 
2021. 
V. Defendants Made False and Misleading Statements in the August 3, 
2021 Press Release.  
 
50. On August 3, 2021, Western Sierra again made false and misleading 
statements, which Johnson and Atkins drafted and approved, about the Sage Hen 
Mining Claims in a press release titled “Western Sierra Resource Corporation 
Announces 69% Increase in Previously Projected Revenues to $4.6 Billion, 
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Expansion of Claims by Additional 660 Acres and Engagement of Mining 
Contractors at Sage Hen Mine”   (the “August 3 Press Release”).  
51. In the August 3 Press Release, which was posted on the Western 
Sierra website and published via a newswire service, Defendants announced the 
“results of an ‘Assay Review and Enhanced Recovery Report’ (July 21, 2021)” 
commissioned with a California PhD and company. Defendants stated that this 
report determined “that a 69% recovery rate increase from the Company’s earlier 
estimates is likely.” The recovery rate referred to how much precious metals—
including gold, silver, and palladium—the parties expected to be able to extract 
using proprietary recovery methods Company A had developed.  
52. A reasonable investor would have understood from the statements that 
the Californian PhD and company had issued a report finding a likely 69% increase 
in the expected amounts of precious metals the parties were able to extract. 
53. The statement in the August 3 Press Release is false and misleading 
because, on information and belief, no such report exists. Despite issuing a 
subpoena for the report and multiple follow-up requests to the Defendants, they did 
not produce this report. The SEC further states that it   will likely have evidentiary 
support that no such report exists after further investigation and discovery.  
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54. In the August 3 Press Release, Defendants also stated that “on July 22, 
2021, an Agreement was executed that expands the Sage Hen Mine boundary by 
660 acres to a total of 1300 acres.”   
55. This statement in the August 3 Press Release was false and misleading 
for two reasons.  
a. First, Western Sierra did not own any mining claims. It did not 
own the original 640 acres and did not own an additional 660 
acres.  
b. Second, at the time of the August 3 Press Release, there was no 
agreement among Western Sierra, Company A, and Company 
B    to expand the Sage Hen Mining Claims. Over a month later, 
on September 27, 2021, Western Sierra, Company A, and 
Company B purported to have entered into an agreement 
extending the time for Western Sierra to raise the required 
funding and increasing the acreage by 660 acres and the 
funding required by $2 million for a total of $12 million. 
However, Company A never signed the agreement.     
56. Additionally, while the new agreement extended the amount of land 
Company A/Western Sierra could purchase, it also required Company A/Western 
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Sierra to pay an additional $350,000 for the extension and increased the total 
required financing by $2 million, neither of which was disclosed in the press 
release. 
57. A reasonable investor would have understood from the statements that 
the Western Sierra had secured more land to develop, which would likely increase 
the possible return.  
58. The false and misleading statements in the August 3 Press Release 
were material to investors because, among other things, an increased rate of 
recovery of precious metals and increased acreage for development would have 
been material to investors deciding whether to invest in Western Sierra.  
59. On August 3, 2021, the day the press release was issued, the stock 
price increased approximately 29% from the prior trading day closing price, up to a 
high of $0.215 but closed the day down to $0.126—down 24% from the prior 
trading day closing price. The volume of the stock trading increased 527% from 
the prior trading day, from 4 million on August 2, 2021, to 25.1 million on August 
3, 2021. 
VI. Defendants Made False and Misleading Statements in the September 21, 
2021 Press Release.  
 
60. On September 21, 2021, Defendants again made false and misleading 
statements, which Johnson and Atkins drafted and approved, concerning the 
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funding of the Sage Hen Mining Claims and the status of a purported expansion in 
a press release titled “Western Sierra Resource Corporation Provides Update on 
Progress to Become a Multi-Project Natural Resource Company” (the “September 
21 Press Release”).  
61. In the September 21 Press Release, which was posted on the Western 
Sierra website and published via a newswire service, Defendants stated that:  
As stated in prior announcements, the Company’s officers and directors 
have committed to funding the $10 million Sage Hen Mining Project 
without issuing any new shares. The next $2.5 million is scheduled to 
transfer from [Western Sierra] to    [Company A] within the next 30 days 
to allow completion of the permitting necessary for construction of the 
100 ton per day pilot plant. (Emphasis added.) 
 
62. A reasonable investor would have understood from this  statement that 
Western Sierra had made an initial payment for the Sage Hen Mining Claims and 
was ready to make the next $2.5 million payment, even though Western Sierra had 
never disclosed that it had not yet paid the $10 million it said that it would pay or 
disclosed a payment plan.   
63. This statement in the September 21 Press Release was false and 
misleading because the use of the term “next” implied that an initial payment had 
been made when it had not. Per the terms of the contract between Company A and 
Company B, $1 million was due within 60 days of the contract execution, 
$2 million within 90 days of the contract execution, and $7 million within 150 days 
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of the contract execution. Neither Company A nor Western Sierra, however, had 
made the first payment. By September 21, 2021, Western Sierra/Company A had 
only paid $50,000 towards the contract.  
64. The statement was also misleading because a reasonable investor 
would understand this statement to mean that Western Sierra intended to make 
(and was capable of making) the “next $2.5 million payment.”  
65. At the time of the press release, there was no reasonable basis for 
Western Sierra to believe that it would have the $2.5 million in the next 30 days, 
and it, in fact, did not. Neither Western Sierra nor Company A had assets or any 
sources of income that would produce $2.5 million as of September 21, 2021. As 
of September 30, 2021, Western Sierra reported in its OTC quarterly submission 
that it had $91 in cash or cash equivalents.  
66. The false and misleading statements in the September 21 Press 
Release regarding the funding of the project and the status of a planned expansion 
were material to investors because, among other things, these facts portrayed a 
growing company with substantial assets to invest.  
67. On September 21, 2021, the day the press release was issued, the 
stock price rose around 38% from the prior day closing price and closed 11% up. 
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The volume also increased over 400% from the prior trading day from 599,752 on 
September 20, 2021, to 3.1 million on September 21, 2021. 
VII. Defendants Repeated these Materially False and Misleading Statements 
in Quarterly and Annual Submissions, On   Their Website, and in a 
series of press releases in 2023.  
 
68. From June 2021 through least October 2023, Western Sierra issued 
several public statements, which Johnson and Atkins drafted and approved, that 
repeated many of the false and misleading statements above.  
A. Defendants Continued to Make False and Misleading Statements. 
 
i. Defendants Made False and Misleading Statements in 
Western Sierra Quarterly and Annual Submissions. 
 
69. Western Sierra’s June 30, 2021 quarterly submission to OTC Markets 
(“Quarterly Submission”) (issued on August 15, 2021); the September 30, 2021 
Quarterly Submission (issued on November 9, 2021); the 2021 Annual Submission 
(issued on April 15, 2022); the March 31, 2022 Quarterly Submission (issued on 
May 13, 2022); the June 30, 2022 Quarterly Submission (issued on August 21, 
2022); the September 30, 2022 Quarterly Submission (issued on November 21, 
2022); the 2022 Annual Submission (issued on May 3, 2023); and the March 31, 
2023 Quarterly Submission (issued on May 24, 2023), which were published on 
the OTC Markets website, made the following statements: 
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a. “On June 28, 2021, the Company executed an agreement with 
[Company A] to acquire 70% of Company A’s common stock 
in exchange for $10 million which will be used to immediately 
initiate development of the Sage Hen Mining Claims in 
Western Nevada.”     
b. “[Company A] and [Western Sierra] will immediately 
commence the 90-day permitting process to obtain a five-acre 
disturbance permit on the 640 acre development site on which 
to build a $10 million, 100 ton/day Pilot Processing Plant. The 
facility is scheduled to be fully operational within 12 months. 
However, specific testing and limited development of the 
mining claims will commence immediately.”     
c. “Based on a subsequent ‘Assay Review and Enhanced 
Recovery Report’ dated July 21, 2021, projected annual net 
income from the 100 ton/day and 1,100 ton/day operation have 
been increased from $269 million to $415 million and from 
$3.2 billion to $4.57 billion, respectively.”  
d. “Based on a subsequent agreement dated July 22, 2021, the 
total acreage will be increased from 640 acres to 1,300 acres.”  
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24 
 
e. “[Western Sierra] management’s level of confidence in this 
project is  such that the $10 million cost of the 100 ton/day plant 
will be invested directly by [Western Sierra’s] officers and 
directors to prevent dilution of shareholder equity in the 
Company.”  
70. For the same reasons alleged in paragraphs 24 through 67, these 
statements, which in substance contain the same information in Western Sierra’s 
press releases discussed above and published from June 22, 2021 to September 21, 
2021, were false and misleading. 
71. In each of these submissions, Johnson and Atkins signed a 
certification stating that “[b]ased on my knowledge, this disclosure statement does 
not contain any untrue statement of a material fact or omit to state a material fact 
necessary to make the statements made, in light of the circumstances under which 
such statements were made, not misleading with respect to the period covered by 
the disclosure statements.” 
ii. Defendants Made False and Misleading Statements on 
Western Sierra’s Website. 
 
72. Western Sierra linked each of the above-referenced press releases to 
its website. In addition, until at least October 2023, the Western Sierra website, for 
which Johnson and Atkins both admitted responsibility, contained materially false 
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25 
 
and misleading statements about the Sage Hen Mining Claims that were similar to 
statements made in the press releases described above. Specifically, the Western 
Sierra website provided: 
a. “[Western Sierra] has acquired 70% of [Company A’s] stock in 
exchange for [Western Sierra’s] $10 million investment in the 
project.”  
b. Western Sierra’s contract with Company A “provides [Western 
Sierra] with a majority stake in the development of the 640+ 
acre Sage Hen Gold Reserve in Western Nevada.”     
c. “A total of $10 million will be required to construct the 100 
ton/day plant and commence production and recovery 
operations. $1.5 million is required within 60 days, $2 million 
within 90 days, and the balance of $7 million within 150 days.”  
73. As discussed above, these statements were similar to statements made 
in the press releases described above and are materially false and misleading.  
74. For the same reasons alleged in paragraphs 24 through 67, these 
statements, which in substance contain the same information in Western Sierra’s 
press releases discussed above and published from June 22, 2021 to September 21, 
2021, were false and misleading. 
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26 
 
iii. Defendants Made False and Misleading Statements in a 
Series of Press Releases in 2023. 
 
75. Western Sierra continued to issue   press releases into 2023, which 
Johnson and Atkins drafted and approved, that contained   false and misleading 
statements about its ownership of mining rights.  
76. The January 24, 2023; January 31, 2023; and April 18, 2023 press 
releases (collectively, the “2023 Press Releases”), which were posted on the 
Western Sierra website and published via a newswire service, repeated the false 
and misleading statement that Western Sierra “acquired a 70% Stake in [Company 
A] and its Sage Hen reserve.”     
77. The statements remained false and misleading in 2023 because 
Company A still did not own any part of the Sage Hen Mining Claims.  
B.    The False and Misleading Statements were Material. 
78. The false and misleading statements in the quarterly and annual 
submissions, on Western Sierra’s website, and in the 2023 Press Releases were 
material to investors because, among other things, the ownership of the Sage Hen 
Mining Claims, the source of the project funding, and the planned expansions 
would have been material to investors deciding whether to invest in Western 
Sierra. 
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27 
 
VIII. Defendants Made the Materially False and Misleading Statements 
Concerning the Acquisition of Mining Rights. 
 
79. Johnson and Atkins made and were responsible for these false and 
misleading statements. From October 2018 through September 2022, Johnson and 
Atkins were the sole employees of Western Sierra.  
80. Johnson and Atkins wrote and approved each of the press releases, 
OTC submissions, and the contents of Western Sierra’s website discussed above.  
The public statements concerning the Sage Hen Mining Claims were drafted, 
approved, or drafted and approved, by both Johnson and Atkins. Each had ultimate 
authority over the statements described in this Complaint. 
81. Western Sierra also made and was responsible for these false and 
misleading statements. Western Sierra published each of the press releases, OTC 
submissions, and the website discussed above, and each of these statements were 
statements of Western Sierra. 
IX. Defendants’ False Statements were in Connection with the Purchase or 
Sale of Securities. 
82. Defendants’ false and misleading statements were made in connection 
with the purchase or sale of securities given that Western Sierra’s stock was 
publicly trading on OTC Link at the time they were made. 
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X. Defendants Acted with Scienter. 
83. The above statements were false and misleading when made, and 
Defendants knew, or were reckless in not knowing, that the statements were false 
and misleading. 
84. Johnson and Atkins, in their positions as CEO and CFO, respectively, 
both were involved in and knowledgeable about Western Sierra’s acquisitions and 
finances and had access to records that would have allowed them to know the 
statements were false. Both Johnson and Atkins knew how little money Western 
Sierra had during the relevant period.  
85. Both Johnson and Atkins knew or were reckless in not knowing, as 
CEO and CFO, th at Company A had not paid the $10 million for the Sage Hen 
Mining Claims and that the Sage Hen Mining Claims had not been transferred to 
Company A or Western Sierra.  
86. Further, Atkins was involved in the formation of Company A and, as 
the CFO of Western Sierra and Company A, was aware Company A did not own 
the Sage Hen Mining Claims.  
87. As the CEO and CFO of Western Sierra, the scienter of Johnson and 
Atkins is imputed to Western Sierra. 
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FIRST CLAIM FOR RELIEF 
Fraud—Violations of Section 10(b) of the Exchange Act,  
and Exchange Act Rule 10b-5(b)    
(Against All Defendants) 
88. The SEC realleges and incorporates   by reference above paragraphs 1 
through 87 as if fully set forth herein.  
89. By virtue of the foregoing, Defendants, directly or indirectly, acting 
with scienter, by use of the means or instrumentalities of interstate commerce, of 
the mails, or of the facility of a national securities exchange, in connection with the 
purchase or sale of a security made untrue statements of a material fact or omitted 
to state a material fact necessary in order to make the statements made, in the light 
of the circumstances under which they were made, not misleading.  
90. By engaging in the conduct described above, Defendants, directly or 
indirectly, violated, and unless restrained and enjoined, will continue to violate 
Section 10(b) of the Exchange Act (15 U.S.C. §78j(b)),   and Rule 10b-5(b) 
thereunder ( 17 C.F.R. § 240.10b-5(b)). 
REQUEST FOR RELIEF 
 WHEREFORE, the SEC respectfully requests that this Court: 
I. 
Find that each of the Defendants committed the violations alleged in this 
Complaint. 
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30 
 
II.  
Enter an injunction, in a form consistent with Rule 65(d) of the Federal 
Rules of Civil Procedure, permanently restraining and enjoining each of the 
Defendants from violating, directly or indirectly, the laws and rules each is alleged 
to have violated in this Complaint. 
III. 
Pursuant to Section 21(d)(3) of the Exchange Act (15 U.S.C. § 78u(d)(3)), 
order each of the Defendants to pay civil penalties in an amount to be determined 
by the Court. 
IV. 
Pursuant to Section 21(d)(2) of the Exchange Act (15 U.S.C. § 78u(d)(2)), 
enter an order prohibiting Defendants Johnson and Atkins from acting as an officer 
or director of any issuer that has a class of securities registered pursuant to Section 
12 of the Exchange Act (15 U.S.C. § 78l),  or that is required to file reports 
pursuant to Section 15(d) of the Exchange Act (15 U.S.C. § 78o(d)).  
V. 
Pursuant to Section 21(d)(6)(A) of the Exchange Act (15 U.S.C. 
§ 78u(d)(6)(A)), enter an order barring Defendants Johnson and Atkins from 
participating in an offering of penny stock, including engaging in activities with a 
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31 
 
broker, dealer, or issuer for purposes of issuing, trading, or inducing or attempting 
to induce the purchase or sale of any penny stock. 
VI. 
Grant such other relief as this Court deems appropriate. 
 
JURY DEMAND 
 
The SEC demands a trial by jury on all claims so triable. 
Dated:  June 18  , 2024 
/s/    Jodanna L. Haskins        
Jodanna L. Haskins 
Attorneys for Plaintiff 
UNITED STATES SECURITIES AND  
EXCHANGE COMMISSION 
Denver Regional Office 
1961 Stout Street, 17th Floor 
Denver, Colorado 80294 
(303) 844-1000 
[email protected] 
 
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1 
 

IN THE UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF COLORADO 

 
Civil Action No. 24-cv-01705 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION, 
 
 Plaintiff, 
 
v. 
 
WESTERN SIERRA RESOURCE CORPORATION, ROGER JOHNSON, 
AND DENNIS ATKINS, 
 
 Defendants. 
 
 

COMPLAINT 
 
 
 Plaintiff United States Securities and Exchange Commission (“SEC”), for its 

Complaint against Western Sierra Resource Corporation (“Western Sierra”), Roger 

Johnson (“Johnson”), and Dennis Atkins (“Atkins”) (collectively, “Defendants”), 

alleges as follows: 

SUMMARY OF THE ACTION 

1. For over two years, Western Sierra, its chief executive officer 

(“CEO”) Johnson, and its chief financial officer (“CFO”) Atkins claimed that 

Western Sierra had an interest in gold mining claims worth billions of dollars, 

when it did not. The Defendants made these repeated false claims in multiple press 

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releases, quarterly and annual submissions filed with the trading platform Over-

the-Counter (“OTC”) Markets, and on Western Sierra’s website. During this entire 

period, investors purchased Western Sierra stock without knowing the true assets 

of the company.     

2. For example, Western Sierra, through Johnson and Atkins, claimed it 

had paid $10 million for an interest in Company A, which purportedly owned more 

than 640 acres of Bureau of Land Management mining claims within the State of 

Nevada (the “Sage Hen Mining Claims”).   

3. This was false. In truth, and as the Defendants knew, Company A did 

not own any mining claims, and Western Sierra did not pay $10 million for the 

claims that Company A did not own.  

4. Nonetheless, the Defendants repeated these statements, while also 

making other false statements about the Sage Hen Mining Claims.  

5. As a result of the conduct described herein, Defendants have violated 

and, unless restrained and enjoined, will continue to violate, Section 10(b) of the 

Exchange Act of 1934 (“Exchange Act”) (15 U.S.C. § 78j(b)), and Rule 10b-5(b) 

(17 C.F.R. § 240.10b-5(b)).  

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DEFENDANTS 

6. Defendant Western Sierra Resource Corporation is a Utah 

corporation, with its principal place of business in Glenwood Springs, Colorado. 

Western Sierra purports to be a natural resource development and mining 

company.  

7. Defendant Roger Johnson, age 70, is a resident of Steamboat 

Springs, Colorado. Johnson serves, and at all relevant times has served, as CEO of 

Western Sierra and, personally and through a separate company, owns 

approximately 33 million shares of Western Sierra’s Preferred Series A shares 

(33% of the total Series A shares). He also personally owns 3,333,333 Western 

Sierra’s Preferred Series B shares (33% of the total Series B shares). Neither 

Western Sierra’s Preferred Series A shares nor its Preferred Series B shares are 

convertible to common stock. 

8. Defendant Dennis Atkins, age 64, is a resident of Edmond, 

Oklahoma. Atkins serves, and at all relevant times has served, as the CFO of 

Western Sierra. Atkins owns 49,103,000 of Western Sierra’s common shares 

(14.57% of the total common shares), approximately 33 million of Western 

Sierra’s Preferred Series A shares (33% of the total Series A shares), and 

3,333,333 of Western Sierra’s Preferred Series B shares (33% of the total Series B 

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4 
 

shares). Atkins also filed the incorporation paperwork to form Company A and is 

its CFO. 

RELATED ENTITIES 

9. Company A is a Nevada corporation formed on June 21, 2021. 

Atkins and another individual established this entity to manage future gold and 

other precious metals mining operations in Nevada and to employ the individuals 

who would work on the planned projects. It does not own, nor has it ever owned, 

the Sage Hen Mining Claims. As described below, in 2021 Western Sierra entered 

into an agreement with Company A to acquire 70% of its stock. 

10. Company B purports to hold the Sage Hen Mining Claims and is not 

affiliated with any of the Defendants. It entered into an agreement with Company 

A to develop the Sage Hen Mining Claims. Per the terms of the contract, after 

Company A paid $10 million to Company B, Company B would transfer the Sage 

Hen Mining Claims to Company A, and Company A would receive 49% of any 

income produced by the planned projects. Company A never paid Company B the 

$10 million, Company B never transferred the Sage Hen Mine Claims to Company 

A, and the planned development of the Sage Hen Mining Claims never produced 

any income. 

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JURISDICTION AND VENUE 

11. The SEC brings this action under the authority conferred by Section 

21(d) of the Exchange Act (15 U.S.C. § 78u(d)). With respect to each of the 

Defendants, the SEC seeks a permanent injunction against violations of Section 

10(b) of the Exchange Act (15 U.S.C. § 78j(b)) and Rule 10b-5(b) (17 C.F.R. 

§ 240.10b-5(b)) and civil penalties pursuant to Section 21(d)(3) of the Exchange 

Act (15 U.S.C. § 78u(d)(3)). With respect to Johnson and Atkins, the SEC also 

seeks an officer and director bar pursuant to Section 21(d)(2) of the Exchange Act 

(15 U.S.C. § 78u(d)(2)) and a penny stock bar pursuant to Section 21(d)(6)(A) of 

the Exchange Act (15 U.S.C. § 78u(d)(6)(A)).  

12. The Court has jurisdiction over this action pursuant to Sections 21(d) 

and 27(a) of the Exchange Act (15 U.S.C. §§ 78(u)(d) and 78aa). 

13. Venue lies in this Court pursuant to Section 27 of the Exchange Act 

(15 U.S.C. § 78aa). Among other things, certain acts or transactions constituting 

the violations of the federal securities laws detailed herein occurred in this district. 

Specifically, at all relevant times, Western Sierra’s principal place of business was 

in Glenwood Springs, Colorado; Johnson resided in this district; and the false and 

misleading statements identified herein were made in, among other places, this 

district.  

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14. In connection with the transactions, acts, practices, and courses of 

business described in this Complaint, Defendants, directly and indirectly, made use 

of the means and instrumentalities of interstate commerce, of the mails, or of the 

means and instrumentalities of transportation or communication in interstate 

commerce.  

FACTS 

I. Background 

A. Western Sierra and the Announcement of its Project with 
Company A. 

15. Western Sierra claims in its OTC submissions that its primary 

business is the extraction of precious metals as well as other natural-resource 

related projects such as contamination mitigation. 

16. From at least June 2021 through at least October 2023, Western 

Sierra’s shares were quoted on OTC Link. As of at least March 2024, Western 

Sierra’s shares on OTC Link were limited to unsolicited quoting activity only. 

17. From at least June 2021 through present, Western Sierra’s shares have 

been “penny stocks” and have qualified as such because, among other things, 

(1) the securities were not an “NMS stock,” as defined in 17 C.F.R. 

§ 242.600(b)(55); (2) they traded below five dollars per share during the relevant 

period; (3) Western Sierra had net tangible assets and average revenue below the 

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thresholds of Exchange Act Rules 3a51-1(g)(1) and (2) (17 C.F.R. §§ 240.3a51-

1(g)(1) and (2)); and (4) the securities did not meet any of the other exceptions 

from the definition of “penny stock” contained in Exchange Act Rule 3a51-1 (17 

C.F.R. § 240.3a51-1).  

18. In the summer of 2021, Western Sierra began issuing a series of press 

releases about a planned project with Company A. Johnson and Atkins drafted and 

approved the press releases and other updates about the planned project.  

B. Company A is Formed and Enters Into a Joint Venture with 
Company B. 

19. On June 21, 2021, the day before Western Sierra issued the press 

release announcing the project discussed below, Atkins incorporated Company A. 

Atkins, who filed the paperwork for the formation, was the CFO of Company A 

and expected to own a portion of Company A. Atkins formed Company A to 

manage future gold and other precious metals mining operations in Nevada and to 

employ the individuals who would work on the projects.  

20. On June 26, 2021, Company A entered into a Joint Venture 

Agreement with Company B whereby it agreed to pay Company B $50,000 within 

three days, and provide an additional $10 million as described below, in exchange 

for the Sage Hen Mining Claims and 49% of the net income from the planned 

projects. Atkins and one other individual signed the agreement on behalf of 

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Company A. Per the terms of the agreement, Company A was required to pay 

Company B $1 million within 60 days of the agreement’s execution, $2 million 

within 90 days of the agreement’s execution, and $7 million within 150 days of the 

agreement’s execution. Company A met none of these deadlines. The only 

payment made related to this agreement was a $50,000 payment that Western 

Sierra paid on behalf of Company A on July 19, 2021. As Company A never paid 

Company B the $10 million, Company A never owned the Sage Hen Mining 

Claims.  

C. Western Sierra Contracts to Purchase an Interest in Company A. 

21. Two days after Company A entered into the Joint Venture Agreement 

with Company B, on June 28, 2021, Western Sierra, through Johnson and Atkins, 

contracted to purchase 70% of Company A for $100,000 due within 30 days of the 

execution of the agreement and “agree[d] to provide an additional $9,900,000 of 

funding to [Company A] on a best-efforts basis to be used for the construction [of] 

the 100 ton per day production and extraction plant on the Sage Hen claims.” 

Western Sierra never paid Company A the $100,000 within 30 days of the 

execution of the contract and never paid the additional $9,900,000 it owed.  

22. On September 27, 2021, Western Sierra, Company A, and Company 

B entered an agreement to expand the total acreage of the Sage Hen Mining Claims 

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that could be purchased to 1300 acres and to increase the total required financing 

by $2 million, from $10 million to $12 million. That agreement required $100,000 

to be paid to Company B on that date and an additional $250,000 to be paid within 

12 months. While Western Sierra paid the original $100,000, neither Western 

Sierra nor Company A paid Company B the required additional $250,000. Further, 

the contract was never fully executed. While Western Sierra and Company B 

signed the contract, Company A never executed it.  

23. To date, neither Company A nor Western Sierra have any interest in 

the original or expanded Sage Hen Mining Claims. 

II. Defendants Made Materially False and Misleading Statements in the 
June 22, 2021 Press Release.  

 
24. On June 22, 2021, Western Sierra made false and misleading 

statements, which Johnson and Atkins drafted and approved, concerning 

negotiations over the purchase of the Sage Hen Mining Claims in a press release 

titled “Western Sierra Resource Corporation Enters Talks to Acquire Majority 

Stake in a Gold Mining Operation with Enhanced Recovery Net Income Projected 

at $3.2 Billion” (the “June 22 Press Release”). 

25. In the June 22 Press Release, which was posted on the Western Sierra 

website and published via a newswire service, Defendants stated that Western 

Sierra had started negotiations to acquire 70% of Company A, which “owns 49% 

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10 
 

of the Sage Hen Mining claims in Nevada totaling 640 acres” and that Company 

A’s portion of the annual net income of the purported mining operation was 

projected to be $3.2 billion. 

26. A reasonable investor would have understood from the statements that 

Company A owned an interest in the Sage Hen Mining Claims and that Western 

Sierra was going to purchase 70% of Company A. 

27. The statements in the June 22 Press Release were false and misleading 

because Company A, which was formed one day prior to the issuance of the press 

release, did not own 49%—or any other percentage—of the Sage Hen Mining 

Claims. 

28. Indeed, at the time of the June 22 Press Release, Company A did not 

have a contract to purchase the Sage Hen Mining Claims. Further, four days later, 

when Company A entered into a contract concerning the Sage Hen Mining Claims 

(which Atkins signed on behalf of Company A), it did not receive the mining 

claims, but rather only the right to purchase the claims for $10 million, which it 

has never paid.  

29. The false and misleading statements in the June 22 Press Release 

regarding Company A and its ownership of the Sage Hen Mining Claims were 

material to investors because, among other things, knowing that Company A did 

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11 
 

not actually have any stake in a planned gold mining operation with revenue in the 

billons would be material to an investor deciding whether to invest in Western 

Sierra. 

30. On June 22, 2021, the day the press release was issued, the stock price 

closed up over 840% from the prior trading day closing price at $0.2495. The 

volume also increased 13,483% from the prior trading day, from 1.4 million on 

June 21, 2021, to over 192 million on June 22, 2021. 

III. Defendants Made False and Misleading Statements in the June 30, 2021 
Press Release.  

 
31. On June 30, 2021, Western Sierra again made false and misleading 

statements, which Johnson and Atkins drafted and approved, concerning the 

acquisition of the Sage Hen Mining Claims in a press release titled “Western Sierra 

Resource Corporation Acquires Majority Ownership of [Company A] and the Sage 

Hen Mine” (the “June 30 Press Release”).  

32. In the June 30 Press Release, which was posted on the Western Sierra 

website and published via a newswire service, Defendants stated that Western 

Sierra “has completed negotiations and has fully executed an agreement with 

[Company A] to acquire 70% of [Company A’s] common stock in exchange for 

$10 million which will be used to immediately initiate development of the Sage 

Hen Mining Claims in Western Nevada.”  

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12 
 

33. A reasonable investor would have understood from this statement that 

Western Sierra had successfully completed negotiations with Company A and was 

going to pay Company A $10 million for 70% of Company A’s common stock, 

which would be used to develop the Sage Hen Mining Claims.  

34. This statement in the June 30 Press Release was false and misleading 

because, while the June 30 Press Release stated that Western Sierra had a fully 

executed agreement to acquire 70% of Company A’s stock for $10 million, the 

contract between Western Sierra and Company A required Western Sierra to pay 

Company A $100,000 for 70% of Company A’s common stock within 30 days—

not $10 million. The contract stated that Western Sierra would pay an additional 

$9,900,000 “on a best efforts basis.” Moreover, Western Sierra never paid 

Company A this $100,000 within the time frame the contract required.  

35. In the June 30 Press Release, the Defendants also stated that 

“[Western Sierra’s] management’s level of confidence in this project is such that 

the $10 million cost of the 100 ton/day plant will be invested directly by [Western 

Sierra’s] officers and directors to prevent dilution of shareholder equity in the 

Company.”  

36. A reasonable investor would have understood from this statement that 

the officers and directors of Western Sierra, Johnson and Atkins, were personally 

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13 
 

investing millions of dollars of their own money in the project, aligning their 

personal interests with the interests of investors and demonstrating their 

commitment to the project.  

37. This statement in the June 30 Press Release was false and misleading 

because neither Johnson nor Atkins planned to invest $10 million and neither had 

the assets to pay this amount. They instead intended to employ other funding 

sources. Additionally, once those alternative funding routes failed to materialize, 

neither Johnson nor Atkins individually (or collectively) invested $10 million to 

fund the project. 

38. In the June 30 Press Release, the Defendants also stated that: 

[Company A] and [Western Sierra] will immediately commence the 90-
day permitting process to obtain a five-acre disturbance permit on the 
640 acre development site on which to build a $10 million, 100 ton/day 
Pilot Processing Plant. The facility is scheduled to be fully operational 
within 12 months. However, specific testing and limited development 
of the mining claims will commence immediately. 
 
39. A reasonable investor would have understood from this statement that 

Western Sierra would immediately utilize the Sage Hen Mining Claims and that 

Company A and Western Sierra were able to start the process to obtain a permit 

and begin development.  

40. This statement in the June 30 Press Release was false and misleading 

because neither Company A nor Western Sierra had any rights to start 

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14 
 

development as neither had paid the required amounts to acquire the Sage Hen 

Mining Claims and therefore, neither owned any of the Sage Hen Mining Claims. 

41. The false and misleading statements in the June 30 Press Release 

regarding the amount of the contract with Company A, the commitment of 

management to funding the project, and the status of the project were material to 

investors because all would be important to a reasonable investor deciding whether 

to invest in Western Sierra. Further, a reasonable investor would take away from 

these statements that Western Sierra, Johnson, and Atkins had $10 million in funds 

to immediately start a project with a claimed annual net income in the billions of 

dollars.  

42. On June 30, 2021, the day the press release was issued, the stock price 

closed up over 48% from the prior trading day closing price at $0.3988. The 

volume also increased 189% from the prior trading day, from 22 million on June 

29, 2021, to 64 million on June 30, 2021. 

IV. Defendants Made False and Misleading Statements in the July 8 and 
July 13, 2021 Press Releases.  

 
43. After the June 30 Press Release, Western Sierra continued to 

disseminate public statements, which Johnson and Atkins drafted and approved, 

falsely touting its acquisition of the mining rights.  

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15 
 

44. Approximately one week later, on July 8, 2021, Western Sierra issued 

a press release, drafted and approved by Johnson and Atkins, which was posted on 

the Western Sierra website and published via a newswire service, to announce a 

new project, which also referenced its “Sage Hen Gold Reserve acquisition by way 

of its majority (70%) common stock ownership interest in [Company A]” that was 

“finalized and announced last week.”  

45. A similar claim was repeated on July 13, 2021, when Western Sierra 

issued a press release, drafted and approved by Johnson and Atkins, which was 

posted on the Western Sierra website and published via a newswire service, where 

Defendants stated that they will “actively strive, as major (70%) stakeholder in 

[Company A] to bring the Sage Hen Gold Reserve in Western Nevada into rapid 

production (as announced June 30, 2021).”  

46. As explained above, the statements in the July 8 and July 13, 2021 

press releases concerning the Sage Hen Mining Claims were false and misleading 

because neither Company A nor Western Sierra owned any portion of the mining 

claims.  

47. The false and misleading statements in the July 8 and July 13, 2021 

press releases regarding the Sage Hen Mining Claims were material to investors, 

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16 
 

because, among other things, investors would want to know if Western Sierra did 

not actually have any ownership in the Sage Hen Mining Claims. 

48. Following the July 8 press release, which mainly addressed different 

projects, the stock price increased approximately 25% from the prior trading day 

closing price, up to a high of $0.2563, but closed the day down to $0.184—down 

9% from the prior day’s close. The volume also increased 68% from the prior 

trading day, from 8.8 million on July 7, 2021, to over 14.8 million on July 8, 2021. 

49. Following the July 13 press release, which mainly addressed different 

projects, the stock price increased approximately 18% from the prior trading day 

closing price, up to a high of $0.246, but closed the day down to $0.1623—down 

22% from the prior day’s close. The volume also increased 47% from the prior 

trading day, from 9.2 million on July 12, 2021, to over 13.5 million on July 13, 

2021. 

V. Defendants Made False and Misleading Statements in the August 3, 
2021 Press Release.  

 
50. On August 3, 2021, Western Sierra again made false and misleading 

statements, which Johnson and Atkins drafted and approved, about the Sage Hen 

Mining Claims in a press release titled “Western Sierra Resource Corporation 

Announces 69% Increase in Previously Projected Revenues to $4.6 Billion, 

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Expansion of Claims by Additional 660 Acres and Engagement of Mining 

Contractors at Sage Hen Mine” (the “August 3 Press Release”).  

51. In the August 3 Press Release, which was posted on the Western 

Sierra website and published via a newswire service, Defendants announced the 

“results of an ‘Assay Review and Enhanced Recovery Report’ (July 21, 2021)” 

commissioned with a California PhD and company. Defendants stated that this 

report determined “that a 69% recovery rate increase from the Company’s earlier 

estimates is likely.” The recovery rate referred to how much precious metals—

including gold, silver, and palladium—the parties expected to be able to extract 

using proprietary recovery methods Company A had developed.  

52. A reasonable investor would have understood from the statements that 

the Californian PhD and company had issued a report finding a likely 69% increase 

in the expected amounts of precious metals the parties were able to extract. 

53. The statement in the August 3 Press Release is false and misleading 

because, on information and belief, no such report exists. Despite issuing a 

subpoena for the report and multiple follow-up requests to the Defendants, they did 

not produce this report. The SEC further states that it will likely have evidentiary 

support that no such report exists after further investigation and discovery.  

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54. In the August 3 Press Release, Defendants also stated that “on July 22, 

2021, an Agreement was executed that expands the Sage Hen Mine boundary by 

660 acres to a total of 1300 acres.”   

55. This statement in the August 3 Press Release was false and misleading 

for two reasons.  

a. First, Western Sierra did not own any mining claims. It did not 

own the original 640 acres and did not own an additional 660 

acres.  

b. Second, at the time of the August 3 Press Release, there was no 

agreement among Western Sierra, Company A, and Company 

B to expand the Sage Hen Mining Claims. Over a month later, 

on September 27, 2021, Western Sierra, Company A, and 

Company B purported to have entered into an agreement 

extending the time for Western Sierra to raise the required 

funding and increasing the acreage by 660 acres and the 

funding required by $2 million for a total of $12 million. 

However, Company A never signed the agreement.     

56. Additionally, while the new agreement extended the amount of land 

Company A/Western Sierra could purchase, it also required Company A/Western 

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Sierra to pay an additional $350,000 for the extension and increased the total 

required financing by $2 million, neither of which was disclosed in the press 

release. 

57. A reasonable investor would have understood from the statements that 

the Western Sierra had secured more land to develop, which would likely increase 

the possible return.  

58. The false and misleading statements in the August 3 Press Release 

were material to investors because, among other things, an increased rate of 

recovery of precious metals and increased acreage for development would have 

been material to investors deciding whether to invest in Western Sierra.  

59. On August 3, 2021, the day the press release was issued, the stock 

price increased approximately 29% from the prior trading day closing price, up to a 

high of $0.215 but closed the day down to $0.126—down 24% from the prior 

trading day closing price. The volume of the stock trading increased 527% from 

the prior trading day, from 4 million on August 2, 2021, to 25.1 million on August 

3, 2021. 

VI. Defendants Made False and Misleading Statements in the September 21, 
2021 Press Release.  

 
60. On September 21, 2021, Defendants again made false and misleading 

statements, which Johnson and Atkins drafted and approved, concerning the 

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funding of the Sage Hen Mining Claims and the status of a purported expansion in 

a press release titled “Western Sierra Resource Corporation Provides Update on 

Progress to Become a Multi-Project Natural Resource Company” (the “September 

21 Press Release”).  

61. In the September 21 Press Release, which was posted on the Western 

Sierra website and published via a newswire service, Defendants stated that:  

As stated in prior announcements, the Company’s officers and directors 
have committed to funding the $10 million Sage Hen Mining Project 
without issuing any new shares. The next $2.5 million is scheduled to 
transfer from [Western Sierra] to [Company A] within the next 30 days 
to allow completion of the permitting necessary for construction of the 
100 ton per day pilot plant. (Emphasis added.) 
 
62. A reasonable investor would have understood from this statement that 

Western Sierra had made an initial payment for the Sage Hen Mining Claims and 

was ready to make the next $2.5 million payment, even though Western Sierra had 

never disclosed that it had not yet paid the $10 million it said that it would pay or 

disclosed a payment plan.   

63. This statement in the September 21 Press Release was false and 

misleading because the use of the term “next” implied that an initial payment had 

been made when it had not. Per the terms of the contract between Company A and 

Company B, $1 million was due within 60 days of the contract execution, 

$2 million within 90 days of the contract execution, and $7 million within 150 days 

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of the contract execution. Neither Company A nor Western Sierra, however, had 

made the first payment. By September 21, 2021, Western Sierra/Company A had 

only paid $50,000 towards the contract.  

64. The statement was also misleading because a reasonable investor 

would understand this statement to mean that Western Sierra intended to make 

(and was capable of making) the “next $2.5 million payment.”  

65. At the time of the press release, there was no reasonable basis for 

Western Sierra to believe that it would have the $2.5 million in the next 30 days, 

and it, in fact, did not. Neither Western Sierra nor Company A had assets or any 

sources of income that would produce $2.5 million as of September 21, 2021. As 

of September 30, 2021, Western Sierra reported in its OTC quarterly submission 

that it had $91 in cash or cash equivalents.  

66. The false and misleading statements in the September 21 Press 

Release regarding the funding of the project and the status of a planned expansion 

were material to investors because, among other things, these facts portrayed a 

growing company with substantial assets to invest.  

67. On September 21, 2021, the day the press release was issued, the 

stock price rose around 38% from the prior day closing price and closed 11% up. 

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The volume also increased over 400% from the prior trading day from 599,752 on 

September 20, 2021, to 3.1 million on September 21, 2021. 

VII. Defendants Repeated these Materially False and Misleading Statements 
in Quarterly and Annual Submissions, On Their Website, and in a 
series of press releases in 2023.  

 
68. From June 2021 through least October 2023, Western Sierra issued 

several public statements, which Johnson and Atkins drafted and approved, that 

repeated many of the false and misleading statements above.  

A. Defendants Continued to Make False and Misleading Statements. 
 

i. Defendants Made False and Misleading Statements in 
Western Sierra Quarterly and Annual Submissions. 
 

69. Western Sierra’s June 30, 2021 quarterly submission to OTC Markets 

(“Quarterly Submission”) (issued on August 15, 2021); the September 30, 2021 

Quarterly Submission (issued on November 9, 2021); the 2021 Annual Submission 

(issued on April 15, 2022); the March 31, 2022 Quarterly Submission (issued on 

May 13, 2022); the June 30, 2022 Quarterly Submission (issued on August 21, 

2022); the September 30, 2022 Quarterly Submission (issued on November 21, 

2022); the 2022 Annual Submission (issued on May 3, 2023); and the March 31, 

2023 Quarterly Submission (issued on May 24, 2023), which were published on 

the OTC Markets website, made the following statements: 

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a. “On June 28, 2021, the Company executed an agreement with 

[Company A] to acquire 70% of Company A’s common stock 

in exchange for $10 million which will be used to immediately 

initiate development of the Sage Hen Mining Claims in 

Western Nevada.”  

b. “[Company A] and [Western Sierra] will immediately 

commence the 90-day permitting process to obtain a five-acre 

disturbance permit on the 640 acre development site on which 

to build a $10 million, 100 ton/day Pilot Processing Plant. The 

facility is scheduled to be fully operational within 12 months. 

However, specific testing and limited development of the 

mining claims will commence immediately.”  

c. “Based on a subsequent ‘Assay Review and Enhanced 

Recovery Report’ dated July 21, 2021, projected annual net 

income from the 100 ton/day and 1,100 ton/day operation have 

been increased from $269 million to $415 million and from 

$3.2 billion to $4.57 billion, respectively.”  

d. “Based on a subsequent agreement dated July 22, 2021, the 

total acreage will be increased from 640 acres to 1,300 acres.”  

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e. “[Western Sierra] management’s level of confidence in this 

project is such that the $10 million cost of the 100 ton/day plant 

will be invested directly by [Western Sierra’s] officers and 

directors to prevent dilution of shareholder equity in the 

Company.”  

70. For the same reasons alleged in paragraphs 24 through 67, these 

statements, which in substance contain the same information in Western Sierra’s 

press releases discussed above and published from June 22, 2021 to September 21, 

2021, were false and misleading. 

71. In each of these submissions, Johnson and Atkins signed a 

certification stating that “[b]ased on my knowledge, this disclosure statement does 

not contain any untrue statement of a material fact or omit to state a material fact 

necessary to make the statements made, in light of the circumstances under which 

such statements were made, not misleading with respect to the period covered by 

the disclosure statements.” 

ii. Defendants Made False and Misleading Statements on 
Western Sierra’s Website. 

 
72. Western Sierra linked each of the above-referenced press releases to 

its website. In addition, until at least October 2023, the Western Sierra website, for 

which Johnson and Atkins both admitted responsibility, contained materially false 

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and misleading statements about the Sage Hen Mining Claims that were similar to 

statements made in the press releases described above. Specifically, the Western 

Sierra website provided: 

a. “[Western Sierra] has acquired 70% of [Company A’s] stock in 

exchange for [Western Sierra’s] $10 million investment in the 

project.”  

b. Western Sierra’s contract with Company A “provides [Western 

Sierra] with a majority stake in the development of the 640+ 

acre Sage Hen Gold Reserve in Western Nevada.”  

c. “A total of $10 million will be required to construct the 100 

ton/day plant and commence production and recovery 

operations. $1.5 million is required within 60 days, $2 million 

within 90 days, and the balance of $7 million within 150 days.”  

73. As discussed above, these statements were similar to statements made 

in the press releases described above and are materially false and misleading.  

74. For the same reasons alleged in paragraphs 24 through 67, these 

statements, which in substance contain the same information in Western Sierra’s 

press releases discussed above and published from June 22, 2021 to September 21, 

2021, were false and misleading. 

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iii. Defendants Made False and Misleading Statements in a 
Series of Press Releases in 2023. 

 
75. Western Sierra continued to issue press releases into 2023, which 

Johnson and Atkins drafted and approved, that contained false and misleading 

statements about its ownership of mining rights.  

76. The January 24, 2023; January 31, 2023; and April 18, 2023 press 

releases (collectively, the “2023 Press Releases”), which were posted on the 

Western Sierra website and published via a newswire service, repeated the false 

and misleading statement that Western Sierra “acquired a 70% Stake in [Company 

A] and its Sage Hen reserve.”  

77. The statements remained false and misleading in 2023 because 

Company A still did not own any part of the Sage Hen Mining Claims.  

B. The False and Misleading Statements were Material. 

78. The false and misleading statements in the quarterly and annual 

submissions, on Western Sierra’s website, and in the 2023 Press Releases were 

material to investors because, among other things, the ownership of the Sage Hen 

Mining Claims, the source of the project funding, and the planned expansions 

would have been material to investors deciding whether to invest in Western 

Sierra. 

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VIII. Defendants Made the Materially False and Misleading Statements 
Concerning the Acquisition of Mining Rights. 

 
79. Johnson and Atkins made and were responsible for these false and 

misleading statements. From October 2018 through September 2022, Johnson and 

Atkins were the sole employees of Western Sierra.  

80. Johnson and Atkins wrote and approved each of the press releases, 

OTC submissions, and the contents of Western Sierra’s website discussed above.  

The public statements concerning the Sage Hen Mining Claims were drafted, 

approved, or drafted and approved, by both Johnson and Atkins. Each had ultimate 

authority over the statements described in this Complaint. 

81. Western Sierra also made and was responsible for these false and 

misleading statements. Western Sierra published each of the press releases, OTC 

submissions, and the website discussed above, and each of these statements were 

statements of Western Sierra. 

IX. Defendants’ False Statements were in Connection with the Purchase or 
Sale of Securities. 

82. Defendants’ false and misleading statements were made in connection 

with the purchase or sale of securities given that Western Sierra’s stock was 

publicly trading on OTC Link at the time they were made. 

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X. Defendants Acted with Scienter. 

83. The above statements were false and misleading when made, and 

Defendants knew, or were reckless in not knowing, that the statements were false 

and misleading. 

84. Johnson and Atkins, in their positions as CEO and CFO, respectively, 

both were involved in and knowledgeable about Western Sierra’s acquisitions and 

finances and had access to records that would have allowed them to know the 

statements were false. Both Johnson and Atkins knew how little money Western 

Sierra had during the relevant period.  

85. Both Johnson and Atkins knew or were reckless in not knowing, as 

CEO and CFO, that Company A had not paid the $10 million for the Sage Hen 

Mining Claims and that the Sage Hen Mining Claims had not been transferred to 

Company A or Western Sierra.  

86. Further, Atkins was involved in the formation of Company A and, as 

the CFO of Western Sierra and Company A, was aware Company A did not own 

the Sage Hen Mining Claims.  

87. As the CEO and CFO of Western Sierra, the scienter of Johnson and 

Atkins is imputed to Western Sierra. 

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FIRST CLAIM FOR RELIEF 
Fraud—Violations of Section 10(b) of the Exchange Act,  

and Exchange Act Rule 10b-5(b)  
(Against All Defendants) 

88. The SEC realleges and incorporates by reference above paragraphs 1 

through 87 as if fully set forth herein.  

89. By virtue of the foregoing, Defendants, directly or indirectly, acting 

with scienter, by use of the means or instrumentalities of interstate commerce, of 

the mails, or of the facility of a national securities exchange, in connection with the 

purchase or sale of a security made untrue statements of a material fact or omitted 

to state a material fact necessary in order to make the statements made, in the light 

of the circumstances under which they were made, not misleading.  

90. By engaging in the conduct described above, Defendants, directly or 

indirectly, violated, and unless restrained and enjoined, will continue to violate 

Section 10(b) of the Exchange Act (15 U.S.C. §78j(b)), and Rule 10b-5(b) 

thereunder (17 C.F.R. § 240.10b-5(b)). 

REQUEST FOR RELIEF 

 WHEREFORE, the SEC respectfully requests that this Court: 

I. 

Find that each of the Defendants committed the violations alleged in this 

Complaint. 

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II.  

Enter an injunction, in a form consistent with Rule 65(d) of the Federal 

Rules of Civil Procedure, permanently restraining and enjoining each of the 

Defendants from violating, directly or indirectly, the laws and rules each is alleged 

to have violated in this Complaint. 

III. 

Pursuant to Section 21(d)(3) of the Exchange Act (15 U.S.C. § 78u(d)(3)), 

order each of the Defendants to pay civil penalties in an amount to be determined 

by the Court. 

IV. 

Pursuant to Section 21(d)(2) of the Exchange Act (15 U.S.C. § 78u(d)(2)), 

enter an order prohibiting Defendants Johnson and Atkins from acting as an officer 

or director of any issuer that has a class of securities registered pursuant to Section 

12 of the Exchange Act (15 U.S.C. § 78l), or that is required to file reports 

pursuant to Section 15(d) of the Exchange Act (15 U.S.C. § 78o(d)). 

V. 

Pursuant to Section 21(d)(6)(A) of the Exchange Act (15 U.S.C. 

§ 78u(d)(6)(A)), enter an order barring Defendants Johnson and Atkins from 

participating in an offering of penny stock, including engaging in activities with a 

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broker, dealer, or issuer for purposes of issuing, trading, or inducing or attempting 

to induce the purchase or sale of any penny stock. 

VI. 

Grant such other relief as this Court deems appropriate. 

 
JURY DEMAND 

 
The SEC demands a trial by jury on all claims so triable. 

Dated:  June 18, 2024 

/s/ Jodanna L. Haskins     
Jodanna L. Haskins 
Attorneys for Plaintiff 
UNITED STATES SECURITIES AND  
EXCHANGE COMMISSION 
Denver Regional Office 
1961 Stout Street, 17th Floor 
Denver, Colorado 80294 
(303) 844-1000 
[email protected] 
 

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mailto:[email protected]