SOURCE: Great West Gold, Inc.
August 04, 2006 10:58 ET
GREAT WEST GOLD, INC. - ACQUISITION
Company acquires the minority interests in Western Diversified Mining Resources, Inc.
NEW YORK, NY -- (MARKET WIRE) -- August 4, 2006 -- Great West Gold, Inc. (PINKSHEETS:
GWGO) confirms that it has acquired the 28.57% of Western Diversified
Mining Resources, Inc. ("Western") that was held by outside
investors. The Company now owns 100% of Western.
WESTERN DIVERSIFIED MINING RESOURCES, INC. ("Western"):
Great West Gold, Inc. held a 71.43% shareholding in Western prior to
the acquisition of the minority shareholders' interest. Western is
now a wholly owned subsidiary Company of Great West Gold, Inc.
Western owns 1,075,000,220 Ordinary Shares (circa 48%) of each of:
Bouse Mining Holdings plc, Ambassador Gold Holdings plc, Copperstone
Mining Holdings plc, Golden Eagle Mining Holdings plc and Sentinel
Resource Holdings plc.
Great West Gold, Inc. has acquired the minority interests in Western
for an amount of US$29,098,550. This has been settled through an
immediate issue, to the Vendors, of restricted shares of Common Stock
in Great West Gold, Inc. in the amount of US$4,098,550. The balance
in the amount of US$25,000,000 has been settled through the issue of
a Convertible Loan Note to the Vendors on the following terms:
The Convertible Loan Note bears interest at the rate at the rate of
6% per annum and is convertible into Restricted Shares of Common
Stock of Great West Gold, Inc. in whole or in part at any time at the
discretion of the Convertible Loan Note Holders. The Loan Note
Holders have undertaken that upon any conversion of the loans into
restricted shares of Common Stock of the Company, they will accept
shares of restricted Common Stock under Regulation 144 and that the
Company will not file a Registration Statement to create "free
trading" shares of Common Stock. These Loan Note Holders are
committed to the long term growth of the Company and will not be in a
position to dispose of any shares of Restricted Common Stock of Great
West Gold, Inc. (should they convert these loans into shares of
shares of Common Stock of the Company) for a period of not less than
two years* from the date of any issue of shares of Common Stock of
Great West Gold, Inc. to themselves.
* This period of two years (and not one year) is due to the Company
being "Non Reporting". No shareholders holding shares of the
Company's restricted Stock are able to remove the restrictive legend
from their Stock Certificate until two years from the date of issue.
This applied from the day that the Company became delinquent in its
filings early this year and remains the case until such time as the
Company becomes "Reporting". A stockholder holding "Restricted Stock"
in a Company that is "Reporting" and up to date in its filings; is
able to apply for the restrictive legend to be removed after a period
on one year, subject to the approval of the Company and Corporate
WESTERN DIVERSIFIED MINING RESOURCES PLC:
Great West Gold, Inc. intends to place its 100% shareholding in
Western Diversified Mining Resources, Inc. in a United Kingdom
Company, Western Diversified Mining Resources plc, which will be 100%
controlled by Great West Gold, Inc.
This Company will be "vehicle" through which Great West Gold, Inc.
will hold its shareholdings in the United Kingdom "Holding Companies"
of the various Mining Projects, the intention of the Company being to
admit each of these "Holding Companies" for trading on an OTC
Exchange in the near future.
About Great West Gold, Inc.
Great West Gold, Inc., www.greatwestgold.com, a gold mining
exploration stage company, engaged in the acquisition and exploration
of mining properties in the United States. The Company has Gold
assets through its holdings in "Bouse", "Mockingbird", "Ambassador",
"Yaba", "Golden Eagle" and "South Copperstone" and Copper assets
through its holdings in "Copper Mountain". The Company holds five of
these Mining Assets through its 48% holding in Bouse Mining Holdings
plc, Copperstone Mining Holdings plc, Ambassador Gold Holdings plc,
Golden Eagle Mining Holdings plc and in Sentinel Resource Holdings
plc. The other three projects are 100% controlled by the Company.
This release contains "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section
21E the Securities Exchange Act of 1934, as amended and such
forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
"Forward-looking statements" describe future expectations, plans,
results, or strategies and are generally preceded by words such as
"may", "future", "plan" or "planned", "will" or "should", "expected,"
"anticipates", "draft", "eventually" or "projected". You are
cautioned that such statements are subject to a multitude of risks
and uncertainties that could cause future circumstances, events, or
results to differ materially from those projected in the
forward-looking statements, including the risks that actual results
may differ materially from those projected in the forward-looking
statements as a result of various factors, and other risks identified
in a companies' annual report on Form 10-K or 10-KSB and other
filings made by such company with the SEC.
Great West Gold, Inc.
Tel : + 44 845 127 4051
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