NEW YORK -- Great West Gold, Inc. (OTCBB:GWGO) confirms that it has acquired the "Treasure King" Gold Mining Project and the "Yaba" Gold Mining Project in Yavapai County, Arizona
Great West Gold, Inc. is planning (in and during March of 2006) to dispose of its shareholding
Shareholders will be advised as to the "Record Dates" and the "Pay Dates" for these additional Stock Dividends to be paid to Great West Gold, Inc. shareholders.
Great West Gold, Inc. confirms that the other five Companies will be quoted on an OTC Market in London in and during March of 2006 and clarify the position of these outstanding issues as follows :-
RATIONALE:-
Great West Gold, Inc. acquired five Gold Mining Exploration projects (Western Gold Limited, Golden Sierra Limited, Copperstone Mining Limited, Ambassador Gold Limited and Golden Eagle Mining Limited) based primarily in Arizona, USA with the intention of developing and progressing the exploration of these Gold Mining claims, two of which have proven Reserves of Gold. The continual slide in Great West Gold, Inc's share price made it impossible for the Company to raise sufficient funds to develop these Gold Mining Claims without severely eroding shareholder value.
Great West Gold, Inc. promised its shareholders that it would create value for them and eventually managed to solve this problem by disposing of each of these five Gold Mining claims into five new separate Companies (Windsor Resources, Inc., Sentinel Resources, Inc., Golden Eagle Inc, Ambassador Gold, Inc and Copperstone Mining, Inc.). where it had been intended that these companies would be listed on the OTC Pink Sheets Market as separate entities and with separate Management. This would allow each of these Companies to raise the cash required to develop and progress the development of each of these mines whilst allowing Great West Gold, Inc. shareholders to directly participate in each of these companies as shareholders.
Great West Gold, Inc. is maintaining an interest in each of these five new projects through its holding in Western Diversified Mining Resources, Inc., a company in which it holds a 71.43% shareholding.
EVALUATION OF GOLD MINING EXPLORATION ASSETS:-
Each of the five Gold Mining Exploration companies has had extensive geological work conducted thereon. Great West Gold, Inc. has published extensive reports on two of these companies which show actual Proven Gold Reserves.
LISTING OF THE NEW FIVE COMPANIES SHARES:-
It was intended that each of these five new Gold Mining Exploration companies seek an immediate admission to the OTC Pink Sheets Market. However, various material changes to the OTC Pink Sheets Market Rules and Regulations have forced Great West Gold, Inc. to restructure its plans due to the extended period of time it will take to gain the admittance of these five new Gold Mining Companies for trading on the OTC Pink Sheets Market. Great West Gold, Inc. shareholders would have been unable to trade their shares in Windsor Resources, Inc. on the OTC Pink Sheets Market as they would have been restricted for a period of one year from the date of their issue under Regulation 144.
Great West Gold, Inc. has resolved this problem as follows:-
1. The shares held in each of the five new Gold Mining Exploration Holdings have been disposed of to five new "Holding Companies" (Bouse Mining Holdings plc, Sentinel Resource Holdings plc, Copperstone Mining Holdings plc, Ambassador Gold Holdings plc and Golden Eagle Mining Holdings plc) and are incorporated in the United Kingdom. For the purposes of this Announcement, these shall be referred to as the "United Kingdom Holding Companies".
2. These five new United Kingdom "Holding Companies" are in the process of seeking a listing of these companies on a "third tier" OTC Market in London.
3. Upon the listing of these five new United Kingdom "Holding Companies" on the London OTC Market, these companies are each entitled to admit their shares for trading on the OTC Pink Sheets Market through an "Unsolicited Trade" based upon the fact that these United Kingdom Companies are termed "Foreign Issuers".
4. These companies will then create an American Depositary Receipt ("ADR") Level I Programme where these ADR's in each of the five United Kingdom "Holding Companies" will be entitled to admit these ADR's for trading on the OTC Pink Sheets Market through an "Unsolicited Trade".
5. Shareholders will then be in a position to trade their Ordinary Shares in all of these five new "United Kingdom Holding Companies" on either the London OTC Market or on the USA OTC Pink Sheets Market. These shares will not be restricted in any manner.
6. Shareholders will be permitted to convert all or part of their shareholdings in each of these five new "United Kingdom Holding Companies" into ADR's which will provide them with a third equity instrument to trade on the USA OTC Pink Sheets Market.
SHARE DISTRIBUTION ARRANGEMENTS:-
BOUSE MINING HOLDINGS PLC:-
Western Gold Limited, formerly a wholly owned subsidiary of Great West Gold, Inc. and being a Gold Mining Exploration Company was disposed of by Great West Gold, Inc. to Windsor Resources, Inc. Great West Gold, Inc. received an amount of 200,000,000 shares of restricted Windsor Resources, Inc. Common Stock in consideration of this sale of Western Gold Limited.
Great West Gold, Inc. allocated 102,000,000 of these restricted shares if Windsor Resources, Inc. to Western Diversified Mining Resources, Inc. in which it holds a 71.43% interest.
The balances of these Windsor Resources, Inc. shares were to be distributed to Great West Gold, Inc. shareholders of record, that being November 7, 2005. This distribution was terminated due to the explanations as described in this Announcement.
Great West Gold, Inc. has now disposed of these 98,000,000 shares in Windsor Resources, Inc. to a new "United Kingdom Holding Company", Bouse Mining Holdings plc.
Great West Gold, Inc. has received 900,000,000 Ordinary Shares in Bouse Mining Holdings plc as consideration.
These 900,000,000 Ordinary shares in Bouse Mining Holdings plc are being distributed to Great West Gold, Inc. shareholders of record as at November 7, 2005.
The value of this transaction is calculated as follows:-
The Bouse Mining Holdings plc Ordinary Shares are valued at 10p (US$0.18) each, placing a value of this transaction in the amount of GBP 90,000,000 (US$160,000,000).
For every 1,000 Great West Gold, Inc. shares of Common Stock held at November 7, 2005, Great West Gold, Inc, shareholders will receive 28.82 Ordinary Shares in Bouse Mining Holdings plc, valued at GBP 2.88 (US$5.09). This calculation is based upon the outstanding Stock in Great West Gold, Inc. being in the amount of 31,227,193,220 shares of Common Stock as at November 7, 2005.
Windsor Resources, Inc. and its wholly owned subsidiary Company, Western Gold Limited will now be in a position to develop and progress its Gold Mining Exploration activities on its various claims.
St James Capital Holdings, Inc. has invested an amount of GBP 50,000 (US$89,000) in Bouse Mining Holdings plc in exchange for 5,000,000 Ordinary Shares in Bouse Mining Holdings plc.
SENTINEL RESOURCES HOLDINGS PLC:-
Golden Sierra Limited, formerly a wholly owned subsidiary of Great West Gold, Inc. and being a Gold Mining Exploration Company was disposed of by Great West Gold, Inc. to Sentinel Resources, Inc. Great West Gold, Inc. received an amount of 200,000,000 shares of restricted Sentinel Resources, Inc. Common Stock in consideration of this sale of Golden Sierra Limited.
Great West Gold, Inc. allocated 102,000,000 of these restricted shares if Sentinel Resources, Inc. to Western Diversified Mining Resources, Inc. in which it holds a 71.43% interest.
The balances of these Sentinel Resources, Inc. shares were to be distributed to Great West Gold, Inc. shareholders of record, that being November 14, 2005. This distribution was terminated due to the explanations as described in this Announcement.
Great West Gold, Inc. has now disposed of these 98,000,000 shares in Sentinel Resources, Inc. to a new "United Kingdom Holding Company", Sentinel Resource Holdings plc.
Great West Gold, Inc. has received 900,000,000 Ordinary Shares in Sentinel Resource Holdings plc as consideration.
These 900,000,000 Ordinary shares in Sentinel Resource Holdings plc are being distributed to Great West Gold, Inc. shareholders of record as at November 7, 2005.
The value of this transaction is calculated as follows:-
The Sentinel Resource Holdings plc Ordinary Shares are valued at 10p (US$0.18) each, placing a value of this transaction in the amount of GBP 90,000,000 (US$160,000,000).
For every 1,000 Great West Gold, Inc. shares of Common Stock held at November 14, 2005, Great West Gold, Inc, shareholders will receive 19 Ordinary Shares in Sentinel Resource Holdings plc, valued at GBP 1.90 (US$3.37). This calculation is based upon the outstanding Stock in Great West Gold, Inc. being in the amount of 46,227,193,220 shares of Common Stock as at November 14, 2005.
Sentinel Resources, Inc. and its wholly owned subsidiary Company, Golden Sierra Limited will now be in a position to develop and progress its Gold Mining Exploration activities on its various claims.
St James Capital Holdings, Inc. has invested an amount of GBP 50,000 (US$89,000) in Sentinel Resource Holdings plc in exchange for 5,000,000 Ordinary Shares in Sentinel Resource Holdings plc.
COPPERSTONE MINING HOLDINGS PLC:-
Copperstone Mining Limited, formerly a wholly owned subsidiary of Great West Gold, Inc. and being a Gold Mining Exploration Company was disposed of by Great West Gold, Inc. to Copperstone Mining, Inc. Great West Gold, Inc. received an amount of 200,000,000 shares of restricted Copperstone Mining, Inc. Common Stock in consideration of this sale of Copperstone Mining Limited.
Great West Gold, Inc. allocated 102,000,000 of these restricted shares if Copperstone Mining, Inc. to Western Diversified Mining Resources, Inc. in which it holds a 71.43% interest.
The balances of these Copperstone Mining, Inc. shares were to be distributed to Great West Gold, Inc. shareholders of record, that being December 2, 2005. This distribution was terminated due to the explanations as described in this Announcement.
Great West Gold, Inc. has now disposed of these 98,000,000 shares in Copperstone Mining, Inc. to a new "United Kingdom Holding Company", Copperstone Mining Holdings plc.
Great West Gold, Inc. has received 900,000,000 Ordinary Shares in Copperstone Mining Holdings plc as consideration.
These 900,000,000 Ordinary shares in Copperstone Mining Holdings plc are being distributed to Great West Gold, Inc. shareholders of record as at December 2, 2005.
The value of this transaction is calculated as follows:-
The Copperstone Mining Holdings plc Ordinary Shares are valued at 10p (US$0.18) each, placing a value of this transaction in the amount of GBP 90,000,000 (US$160,000,000).
For every 1,000 Great West Gold, Inc. shares of Common Stock held at December 2, 2005, Great West Gold, Inc, shareholders will receive 19 Ordinary Shares in Copperstone Mining Holdings plc, valued at GBP 1.90 (US$3.37). This calculation is based upon the outstanding Stock in Great West Gold, Inc. being in the amount of 46,227,193,220 shares of Common Stock as at December 2, 2005.
Copperstone Mining, Inc. and its wholly owned subsidiary Company, Copperstone Mining Limited will now be in a position to develop and progress its Gold Mining Exploration activities on its various claims.
St James Capital Holdings, Inc. has invested an amount of GBP 50,000 (US$89,000) in Copperstone Mining Holdings plc in exchange for 5,000,000 Ordinary Shares in Copperstone Mining Holdings plc.
AMBASSADOR GOLD HOLDINGS PLC:-
Ambassador Gold Limited, a wholly owned subsidiary of Great West Gold, Inc. and being a Gold Mining Exploration Company has been disposed of by Great West Gold, Inc. to Ambassador Gold, Inc. Great West Gold, Inc. will receive an amount of 200,000,000 shares of restricted Ambassador Gold, Inc. Common Stock in consideration of this sale of Ambassador Gold Limited.
Great West Gold, Inc. allocated 102,000,000 of these restricted shares of Ambassador Gold, Inc. to Western Diversified Mining Resources, Inc. in which it holds a 71.43% interest.
Great West Gold, Inc. has now disposed of these 98,000,000 shares in Ambassador Gold, Inc. to a new "United Kingdom Holding Company", Ambassador Gold Holdings plc.
Great West Gold, Inc. has received 900,000,000 Ordinary Shares in Ambassador Gold Holdings plc as consideration.
These 900,000,000 Ordinary shares in Ambassador Gold Holdings plc are being distributed to Great West Gold, Inc. shareholders of record as at January 2, 2006.
The value of this transaction is calculated as follows:-
The Ambassador Gold Holdings plc Ordinary Shares are valued at 10p (US$0.18) each, placing a value of this transaction in the amount of GBP 90,000,000 (US$160,000,000).
For every 1,000 Great West Gold, Inc. shares of Common Stock held at January 2, 2006, Great West Gold, Inc, shareholders will receive 19 Ordinary Shares in Ambassador Gold Holdings plc, valued at GBP 1.90 (US$3.37). This calculation is based upon the outstanding Stock in Great West Gold, Inc. being in the amount of 47,727,193,220 shares of Common Stock as at January 2, 2006.
Ambassador Gold, Inc. and its wholly owned subsidiary Company, Ambassador Gold Limited will now be in a position to develop and progress its Gold Mining Exploration activities on its various claims.
St James Capital Holdings, Inc. has invested an amount of GBP 50,000 (US$89,000) in Ambassador Gold Holdings plc in exchange for 5,000,000 Ordinary Shares in Ambassador Gold Holdings plc.
GOLDEN EAGLE MINING HOLDINGS PLC:-
Golden Eagle Limited, a wholly owned subsidiary of Great West Gold, Inc. and being a Gold Mining Exploration Company has been disposed of by Great West Gold, Inc. to Golden Eagle, Inc. Great West Gold, Inc. will receive an amount of 200,000,000 shares of restricted Golden Eagle, Inc. Common Stock in consideration of this sale of Golden Eagle Limited.
Great West Gold, Inc. allocated 102,000,000 of these restricted shares of Golden Eagle, Inc. to Western Diversified Mining Resources, Inc. in which it holds a 71.43% interest.
Great West Gold, Inc. has now disposed of these 98,000,000 shares in Golden Eagle, Inc. to a new "United Kingdom Holding Company", Golden Eagle Mining Holdings plc.
Great West Gold, Inc. has received 900,000,000 Ordinary Shares in Golden Eagle Mining Holdings plc as consideration.
These 900,000,000 Ordinary shares in Golden Eagle Mining Holdings plc are being distributed to Great West Gold, Inc. shareholders of record as at January 4, 2006.
The value of this transaction is calculated as follows:-
The Golden Eagle Mining Holdings plc Ordinary Shares are valued at 10p (US$0.18) each, placing a value of this transaction in the amount of GBP 90,000,000 (US$160,000,000).
For every 1,000 Great West Gold, Inc. shares of Common Stock held at January 4, 2006, Great West Gold, Inc, shareholders will receive 19 Ordinary Shares in Golden Eagle Mining Holdings plc, valued at GBP 1.90 (US$3.37). This calculation is based upon the outstanding Stock in Great West Gold, Inc. being in the amount of 47,727,193,220 shares of Common Stock as at January 4, 2006.
Golden Eagle, Inc. and its wholly owned subsidiary Company, Golden Eagle Mining Limited will now be in a position to develop and progress its Gold Mining Exploration activities on its various claims.
St James Capital Holdings, Inc. has invested an amount of GBP 50,000 (US$89,000) in Golden Eagle Mining Holdings plc in exchange for 5,000,000 Ordinary Shares in Golden Eagle Mining Holdings plc.
ST JAMES CAPITAL HOLDINGS, INC.:-
St James Capital Holdings, Inc. holds a Loan Note due to it by Great West Gold, Inc. in the amount of US$1,750,000. Each of the new "United Kingdom Holding Companies" have retained the services of a St James Capital Holdings, Inc. Group Company to effect all of these Corporate Finance transactions and to implement the various admissions of these equity instruments to the OTC Pink Sheets Market and to the to the "third tier" United Kingdom Stock Exchange as well the implementation of the ADR Level I Programme..
VARIOUS CONDITIONS PRECEDENT:-
Each of the "United Kingdom Holding Companies" is in the process of obtaining a CUSIP Number, ISIN Number and Trading Symbol prior to its quotation on the OTC Pink Sheets Market and will file an Information Statement as well as its Financial Statements with the OTC Pink Sheets Market under Rule 15c-211.
Each of the "United Kingdom Holding Companies" will then institute an American Depositary Receipt ("ADR") Level I Programme. These ADR's will each have an ISIN Number, CUSIP Number and Trading Symbol and prior to being admitted for trading on the OTC Pink Sheets Market.
Each one ADR in respect of the "United Kingdom Holding Companies" will comprise of 1,000 Ordinary Shares in that "United Kingdom Holding Company".
The "United Kingdom Holding Companies" have appointed a Share Transfer Agent to deal with the share transfers for the five Company's listings on the both the OTC Pink Sheets Market and on a "third tier" United Kingdom Stock Exchange.
The settlement of the dealing in the ADR's will be dealt with separately by a Depositary Receipt Company.
The shares quoted on a "third tier" United Kingdom Stock Exchange will probably be settled through the CREST settlement system.
ADVANTAGES OF THE LONDON LISTINGS :-
London is now the Global centre of Mining and the ability of the five new United Kingdom Mining Holding Companies to raise significant funding will be hugely increased. The strong currency of the Pound Sterling compared to the US Dollar will be of huge benefit to our shareholders. Each of the five new United Kingdom Mining Holding Companies are still in discussions to appoint experienced Mining operators as well as independent Non Executive Directors to its Board of Directors that are not associated with Great West Gold, Inc. This process is delaying the admittance of these Companies to the UK OTC Market.
SHAREHOLDER COMMUNICATIONS:-
Great West Gold, Inc. and St James Capital Holdings, Inc. are "fast tracking" this process and will be continually updating its shareholders on progress. Great West Gold, Inc. is updating its web site with a "FAQ" Section, "Live Chat" as well as the installation of a USA Toll Free Number to deal with shareholder enquiries. We had promised to effect this but due to extensive work commitments by our external web designers, this has not as yet been completed.
Great West Gold, Inc. is of the opinion that it could have improved its Investor Relations and is now hoping to rectify this problem "going forward".
DISTRIBUTION OF SHARE CERTIFICATES:-
The Share Certificates in respect of Bouse Mining Holdings plc, Ambassador Gold plc, Sentinel Resources, plc, Copperstone Mining Holdings plc and Golden Eagle Mining plc will be posted to the Great West Gold, Inc. shareholders and during this month. This delay was being caused by the appointment of a SEC approved Transfer Agent who has the capabilities of dealing with this "dual listing" of the Company's Ordinary Shares, but this problem was solved. The current delay is the constitution of each of the Board of Directors.
FUTURE PLANS FOR GREAT WEST GOLD, INC.:-
As at January 4, 2006 after the distribution of the shares in the last of the five Gold Mining Exploration Companies, Great West Gold, Inc. will hold its 71.43% share of Western Diversified Mining Resources, Inc.
Great West Gold, Inc. will now distribute its entire shareholding in Western Diversified Mining Resources, Inc. to Great West Gold, Inc. shareholders as a Stock Dividend. Shareholders will be advised as to the "Record Date" and the "Pay Date" in respect thereof.
Great West Gold, Inc. will then admit Western Diversified Mining Resources, Inc. for trading on the London OTC Market as well as on the USA OTC Pink Sheets Market with a Level I ADR Programme.
This will result in a change of name for Great West Gold, Inc. along with a new ISIN Number, CUSIP Number and Trading Symbol. This will be effected in and during late April of 2006.
Statements contained in this press release, which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based largely on the Company's expectations and are subject to a number of risks and uncertainties beyond the company's control, including but not limited to economic, competitive and other factors affecting the Company's operations, management team effectiveness, expansion strategies, available financing, market prices and recovery costs, government regulations involving the Company, facts and events not known at the time of this release, and other factors discussed in the Company's filings with the Securities and Exchange Commission.
These statements are not guarantees of future performance and readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The Company undertakes no obligation to update publicly any forward-looking statements.