SOURCE: Great West Gold, Inc.
December 16, 2005 11:56 ET
Great West Gold, Inc. - Update on Stock Distributions
Company Explains the Transactions in Progress
NEW YORK, NY -- (MARKET WIRE) -- December 16, 2005 -- Great West Gold, Inc. (OTC BB: GWGO) announced
to its shareholders on December 14, 2005 and on December 15, 2005, a very
complex structure in respect to its distribution of its shareholdings in
various Companies to its shareholders.
These Announcements were not clearly understood by shareholders and this
Announcement serves to clarify in very simple terms, the nature of these
transactions:
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" will immediately
seek a listing of these companies on the "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 £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 £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 £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
£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 £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 £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
£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 £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 £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
£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 £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 £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
£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 £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 £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" will have 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" are appointing 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 the "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 the "third tier" United Kingdom Stock Exchange will be
settled through the CREST settlement system.
ADVANTAGES OF THE LONDON LISTINGS :
London is now the Global centre of Mining and the ability of Bouse Mining
Holdings plc 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. Bouse Mining Holdings plc is in final
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.
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. This will be in place in and during
this week.
Great West Gold, Inc. is of the opinion that it could have improved its
Investor Relations and has now rectified 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 the next January of 2006. This delay is 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.
COMMENTS:
Great West Gold, Inc. continually promised its shareholders that it
intended to unlock "Significant value" for its shareholders and now
believes that it has achieved this goal. This transaction whilst being
complex will result in huge benefits to Great West Gold, Inc. shareholders
with their exposure to the London and the USA Markets in addition to the
two currencies, being Pound Sterling and US Dollars. The ADR Programme
brings enormous benefits in "soaking up" shares in the "free float"
therefore being of benefit to the share price of Bouse Mining Holdings plc.
The total value of these transactions is calculated as follows:
Distribution of Stock:
Bouse Mining Holdings plc - £90,000,000 (US$160,000,000)
Ambassador Gold Holdings plc - £90,000,000 (US$160,000,000)
Sentinel Resources plc - £90,000,000 (US$160,000,000)
Golden Eagle Mining Holdings plc - £90,000,000 (US$160,000,000)
Copperstone Mining Holdings plc - £90,000,000 (US$160,000,000)
SUB TOTAL 1 = US$795,000,000
Great West Gold, Inc.'s holding in Western Diversified Mining Resources,
Inc.:
The shares in these companies being retained by Great West Gold, Inc.
through its 71.43% interest in Western Diversified Mining Resources, Inc.
are valued at :
Bouse Mining Holdings plc - £94,000,000 (US$166,000,000)
Ambassador Gold Holdings plc - £94,000,000 (US$166,000,000)
Sentinel Resources plc - £94,000,000 (US$166,000,000)
Golden Eagle Mining Holdings plc - £94,000,000 (US$166,000,000)
Copperstone Mining Holdings plc - £94,000,000 (US$166,000,000)
Sundry Cash and Investments - US$1,088,000
SUB TOTAL 2 = US$831,088,000 (71.43% interest held by Great West Gold, Inc.
being valued at US$593,646,158.
On "paper" this values Great West God, Inc. at US$1,388,646,158. Given
today's outstanding shares of Great West Gold, Inc. being in the amount of
47,727,193,220, this equates to a value per share of each share of Great
West Gold, Inc. Common Stock in the amount of US$0.029 against its current
share price of US$0.0006.
FILING:
Great West Gold, Inc. will be filing a Form 8-K with full details of these
transactions.
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. is now in advanced stages of negotiations to acquire
a very substantial Group of Companies in another Industry Sector. Upon the
acquisition of this Group, Great West Gold, Inc. will distribute its entire
shareholding in Western Diversified Mining Resources, Inc. to Great West
Gold, Inc. shareholders.
St James Capital Holdings, 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 January 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.