SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 9, 2004
WEST AFRICA GOLD, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
WYOMING 000-24262 91-1363905
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (IRS EMPLOYEE
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
245 Park Avenue, 39th Floor
New York, NY 10167
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(212) 672-1878
(ISSUER TELEPHONE NUMBER)
(FORMER ADDRESS)
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FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time with
the Securities and Exchange Commission (collectively the "Filings") contain or
may contain forward looking statements and information that are based upon
beliefs of, and information currently available to, Registrant's management as
well as estimates and assumptions made by Registrant's management. When used in
the filings the words "anticipate", "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant's industry, Registrant's operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the forward
looking statements are reasonable, Registrant cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 9, 2004 (the "Effective Date"), pursuant to a Stock Purchase
Agreement between us, and all of the shareholders of Golden Sierra Limited
("Golden Sierra"), a Gibraltar company, we acquired all of the shares of Golden
Sierra from the Golden Sierra Shareholders in consideration for the issuance of
a total of 2,000,000,000 shares of West Africa Gold, Inc. to the Golden Sierra
Shareholders. Golden Sierra controls one hundred (100%) percent of certain
mineral rights relating to the Mockingbird and Great West project areas. These
project areas are comprised of four claim groups spread over 2,500 acres in
Mohave County consisting of gold mining properties in Arizona. Pursuant to the
Agreement, Golden Sierra became our wholly owned subsidiary. The Acquisition was
approved by the unanimous consent of our Board of Directors on September 9,
2004.
Also on September 9, 2004 (the "Effective Date"), pursuant to a Stock Purchase
Agreement between us, and all of the shareholders of Western Gold Limited
("Western Gold"), a Gibraltar company, we acquired all of the shares of Western
Gold from the Western Gold Shareholders in consideration for the issuance of a
total of 2,000,000,000 shares of West Africa Gold, Inc. to the Western Gold
Shareholders. Western Gold controls 100 percent of certain mineral rights
relating to the Bouse property in Arizona, comprised of 12 placer claims spread
over 1,300 acres in La Paz County. Pursuant to the Agreement, Western Gold
became our wholly owned subsidiary. The Acquisition was approved by the
unanimous consent of our Board of Directors on September 9, 2004.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the Stock Purchase Agreements, we acquired one hundred percent
(100%) of the issued and outstanding shares of common stock of Golden Sierra and
Western Gold in exchange for a total of 4,000,000,000 shares of our common
stock. Pursuant to the Agreement, Golden Sierra and Western Gold became our
wholly owned subsidiaries.
Golden Sierra
Golden Sierra controls one hundred (100%) percent of Mockingbird, Great West,
Hall (Dandy), and Pocahontas, being the gold mining prospects in Mohave County,
Arizona.
The Mockingbird mineralisation is tectonically and structurally controlled, an
important feature which may not have received sufficient attention from previous
owners of the property. Mockingbird is an historic gold producer, with some
15,000 ounces from high-grade ore at an average grade of 0.8 oz/ton being
produced. Most of this production was from the Mockingbird Mine itself, the
centerpiece of the Company's present land position. Other mines which produced
gold at this location included the Great West, the Hall (Dandy) and the
Pocahontas Mines, all of which are included in the Company's property.
The Mockingbird Project contains a new and important type of gold deposit, a
"detachment fault" deposit (first recognized as a separate form of gold deposit
in the 1980s), the best example of which is Copperstone. This was the biggest
gold discovery in Arizona in the past 50 years. Cyprus Gold profitably mined the
500,000 oz open pit Copperstone resource during the 1980s. Based on underground
drilling by the American Bonanza company, it is likely that the underground
high-grade resource at Mockingbird is even larger.
The Company's mining title consists of 2,500 acres of mineral rights comprising
a number of federal claims with 3 lode deposits and 16 placer deposits, as well
as the Mockingbird Claims. Significantly, these include the 4 existing mines -
Mockingbird, Great West, Hall (Dandy) and Pocahontas, all of which contributed
significantly to the past gold production in this important gold producing
mining district.
Mineralization is found both in quartz veins and in breccia zones hosted by
steep faults, with the mines located along north-west to east-west striking,
north-dipping to flat quartz veins containing specular hematite, oxidized copper
and free gold. The nature of these structures and associated mineralization
suggest even further potential for a major detachment fault-associated
gold/copper deposit, similar to the proven and mined Copperstone and Mesquite
deposits.
The Mockingbird Project area therefore has the potential for the development of
a large gold reserve. Anaconda estimated a deposit at Mockingbird of at least 10
million tons grading 0.05 to 0.1 oz/ton gold, with additional resources of
silver and copper, putting the potential deposit size in the range of 500,000 to
1,000,000 ounces of gold, approximately the same size as Copperstone. The
Anaconda estimate is corroborated by US Geological Survey Open File Report
92-002 and the Arizona Department of Mines and Mineral Resources.
2
Western Gold
Western Gold controls 100 percent of certain mineral rights relating to the
Bouse property in Arizona. These mineral rights consist of twelve placer claims
spread over 1,300 acres in La Paz County, located just north of the Plomosa
Fault and include the Little Butte, Flat Fault, and Arrastre projects.
The 1,300 acre Bouse gold (silver - copper) property situated in the La Paz area
of western Arizona, USA, near the California border.
The mineralising event at Bouse was a mid-Tertiary epithermal event, causing
complex mineralisation of gold, fluorite, barite, and associated metals into
previous copper-specularite mineralisation. The prime cause was regional crustal
extension along the Plomosa Fault, just north of the Plomosa mountains, which
has now been identified as a detachment fault. The "detachment fault" style of
deposit is best seen at Copperstone, the biggest gold discovery in Arizona in
the past 50 years, where 500,000 oz of gold were profitably by Cyprus Gold in
the open pit there. The Mesquite mine is another of this type.
Mineralisation at Bouse is located primarily below the fault trace, in the lower
plate, in pre-Cambrian rocks older than 1 billion years. Mineralization is found
both in steeply dipping quartz veins and in laterally extensive breccia zones.
The nature of these structures and associated mineralization over almost all of
the 1,300 acres suggest further potential for major detachment fault gold
deposits, and other deposits associated with this style of mineralisation.
The Bouse area is an historic gold producer, with the Little Butte open pit and
underground mines as known producers. Importantly, the historical grade
recovered here averaged over 0.4 oz/ton. Around 2/3 of this production was from
the Little Butte Mine, where the Arizona Department of Mines and Mineral
Resources has recorded that the results of a 16-hold drilling programme showed
about 5 million tons of inferred ore grading between 0.05 and 0.30 oz/ton.
Others areas of interest within the Company's 1,300 acres are the Brindle
Claims, the high grade Arrastre Mine, the Blue Slate Mine and the Flat Fault
Mine.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On September 9, 2004, we issued 2,000,000,000 shares of our common stock to
Golden Sierra, in exchange for all of the issued and outstanding shares of
Golden Sierra, pursuant to a Stock Purchase Agreement. These shares were issued
in reliance on an exemption from registration under Section 4(2) of the
Securities Act of 1933.
These shares of our common stock qualified for exemption under Section 4(2) of
the Securities Act of 1933 since the issuance shares by us did not involve a
public offering. The offering was not a "public offering" as defined in Section
4(2) due to the insubstantial number of persons involved in the deal, size of
the offering, and the manner of the offering. We did not undertake an offering
in which we sold a high number of shares to a high number of investors. In
addition, the Golden Sierra shareholders had the necessary investment intent as
required by Section 4(2) since they agreed to and received share certificates
bearing a legend stating that such shares are restricted pursuant to Rule 144 of
the 1933 Securities Act. This restriction ensures that these shares would not be
immediately redistributed into the market and therefore not be part of a "public
offering." Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for this transaction.
On September 9, 2004, we issued 2,000,000,000 shares of our common stock to
Western Gold, in exchange for all of the issued and outstanding shares of
Western Gold, pursuant to a Stock Purchase Agreement. These shares were issued
in reliance on an exemption from registration under Section 4(2) of the
Securities Act of 1933.
These shares of our common stock qualified for exemption under Section 4(2) of
the Securities Act of 1933 since the issuance shares by us did not involve a
public offering. The offering was not a "public offering" as defined in Section
4(2) due to the insubstantial number of persons involved in the deal, size of
the offering, and the manner of the offering. We did not undertake an offering
in which we sold a high number of shares to a high number of investors. In
addition, the Western Gold shareholders had the necessary investment intent as
required by Section 4(2) since they agreed to and received share certificates
bearing a legend stating that such shares are restricted pursuant to Rule 144 of
the 1933 Securities Act. This restriction ensures that these shares would not be
immediately redistributed into the market and therefore not be part of a "public
offering."
3
Based on an analysis of the above factors, we have met the requirements to
qualify for exemption under Section 4(2) of the Securities Act of 1933 for this
transaction.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Financial Statements of both Golden Sierra Limited and Western Gold
Limited are included.
(b) Pro Forma Financial Information.
Pro Forma Financial Statements of both Golden Sierra Limited and
Western Gold Limited are included.
(c) Exhibits.
2.1 Stock Purchase Agreement dated as of September 9, 2004 between
us and Golden Sierra Limited.
2.2 Stock Purchase Agreement dated as of September 9, 2004 between
us and Western Gold Limited.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Western Africa Gold, Inc.
By: /s/ Richard Mark Axtell
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RICHARD MARK AXTELL
PRESIDENT
Dated: September 14, 2004
Registered number 88709
Western Gold Limited
Report and Accounts
31 August 2004
Western Gold Limited
Directors' Report
The directors present their report and accounts for the period ended 31 August
2004.
Principal activities
The company's principal activity during the year was the investment in mining
activities.
Directors
The directors who served during the period and their interests in the share
capital of the company were as follows:
(pound)1 Ordinary shares 2004
Richard Axtell 0
Small company special provisions
The report of the directors has been prepared in accordance with the special
provisions of Part VII of the Companies Act 1985 relating to small companies.
This report was approved by the board on 6 September 2004.
Richard Axtell
Director
Western Gold Limited
Profit and Loss Account
for the period from 15 July 2003 to 31 August 2004
Notes 2004
US$
Administrative expenses (1,500)
--------------------------
Operating loss (1,500)
Loss on ordinary activities before taxation
(1,500)
Tax on loss on ordinary activities
--------------------------
Loss for the period (1,500)
--------------------------
Retained loss for the period (1,500)
--------------------------
Western Gold Limited
Balance Sheet
as at 31 August 2004
Notes 2004
US$
Fixed assets
Investments 2 1,500,000
Current assets
Debtors 3 1,800
Creditors: amounts falling due
within one year (1,500)
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Net current assets 300
------------
Not assets 1,500,300
Capital and reserves
Called up share capital 5 1,800
Share premium 6 1,500,000
Profit and loss account 7 (1,500)
------------
Shareholders' funds 1,500,300
The directors are satisfied that the company is entitled to exemption under
Section 249A(1) of the Companies Act 1985 and that no member or members have
requested an audit pursuant to section 2498(2) of the Act.
The directors acknowledge their responsibilities for:
(i) ensuring that the company keeps proper accounting records which comply with
Section 221 of the Companies Act 1985; and
(ii) preparing accounts which give a true and fair view of the state of affairs
of the company as at the end of the financial year and of its profit or loss for
the financial year in accordance with the requirements of Section 226 of the
Companies Act 1985, and which otherwise comply with the requirements of this act
relating to accounts, so far as applicable to the company.
The accounts have been prepared in accordance with the special provisions
relating to small companies within Part VII of the Companies Act 1985.
Richard Axtell
Director
Approved by the board on 6 September 2004
Western Gold Limited
Notes to the Accounts
for the period from 15 July 2003 to 31 August 2004
1 Accounting policies
The accounts have been prepared under the historical cost convention and in
accordance with the Financial Reporting Standard for Smaller Entities
(effective March 2000).
2 Investments
Other
investments
US$
Cost
Additions 1,500,000
--------------
At 31 August 2004 1,500,000
--------------
2004
Other investments US$
Unlisted investments 1,500,000
--------------
3 Debtors 2004
US$
Other debtors 1,800
--------------
4 Creditors: amounts falling due within one year 2004
US$
Other creditors 1,500
--------------
5 Share capital 2004
US$
Authorised:
Ordinary shares of (pound)1 each 1,800
--------------
2004 2004
No US$
Allotted, called up and fully paid:
Ordinary shares of (pound)1 each 999 1,800
--------------
Movement in share capital 2004
US$
Shares issued 1,800
--------------
At 31 August 1,800
--------------
Western Gold Limited
Notes to the Accounts
for the period from 15 July 2003 to 31 August 2004
6 Share premium 2004
US$
Shares issued 1,500,000
--------------
At 31 August 1,500,000
7 Profit and loss account 2004
US$
Retained loss (1,500)
--------------
At 31 August (1,500)
--------------
Registered number 88708
Golden Sierra Limited
Report and Accounts
31 August 2004
Golden Sierra Limited Directors' Report
The directors present their report and accounts for the period ended 31 August
2004.
Principal activities
The company's principal activity during the year was the investment in mining
activities.
Directors
The directors who served during the period and their interests in the share
capital of the company were as follows:
(pound)1 Ordinary shares 2004
Richard Axtell 0
Small company special provisions
The report of the directors has been prepared in accordance with the special
provisions of Part VII of the Companies Act 1985 relating to small companies.
This report was approved by the board on 7 September 2004.
Richard Axtell
Director
Golden Sierra Limited
Profit and Loss Account
for the period from 15 July 2003 to 31 August 2004
Notes 2004
US$
Administrative expenses (2,375)
-------------------
Operating loss (2,375)
Loss on ordinary activities before taxation (2,375)
Tax on loss on ordinary activities -
Loss for the period (2,375)
-------------------
Retained loss for the period (2,375)
-------------------
Golden Sierra Limited
Balance Sheet
as at 31 August 2004
Notes 2004
US$
Fixed assets
Investments
2 1,500,000
Current assets
Debtors 3 1,800
Creditors: amounts falling due
within one year 4 (2,375)
-----------
Net current liabilities (575)
Net assets 1,499,425
-----------
Capital and reserves
Called up share capital 5 1,800
Share premium 8 1,500,000
Profit and loss account 7 (2,375)
-----------
Shareholders' funds 1,499,425
The directors are satisfied that the company is entitled to exemption under
Section 249A(1) of the Companies Act 1985 and that no member or members have
requested an audit pursuant to section 249B(2) of the Act.
The directors acknowledge their responsibilities for:
(i) ensuring that the company keeps proper accounting records which comply with
Section 221 of the Companies Act 1985; and
(ii) preparing accounts which give a true and fair view of the state of affairs
of the company as at the end of the financial year and of its profit or loss for
the financial year in accordance with the requirements of Section 226 of the
Companies Act 1985, and which otherwise comply with the requirements of this act
relating to accounts, so far as applicable to the company.
The accounts have been prepared in accordance with the special provisions
relating to small companies within Part VII of the Companies Act 1985.
Richard Axtell
Director
Approved by the board on 7 September 2004
Golden Sierra Limited
Notes to the Accountants
For the period from 15 July 2003 to August 2004
1 Accounting policies
The accounts have been prepared under the historical cost convention and in
accordance with the Financial Reporting Standard for Smaller Entities (effective
March 2000).
2 Investments
Other
Investments
US$
Cost
Additions 1,500,000
-----------
At 31 August 2004 1,500,000
2004
Other investments US$
Unlisted investments 1,500,000
-----------
3 Debtors 2004
US$
Other debtors 1,800
-----------
4 Creditors: amounts falling due within one year 2004
US$
Other creditors 2,375
-----------
5 Share capital 2004
US$
Authorised:
Ordinary shares of (pound)1 each 1,800
-----------
2004 2004
No US$
Allotted, called up and fully paid:
Ordinary shares of (pound)1 each 999 1,800
-----------
Movement in share capital 2004
US$
Shares issued 1,800
-----------
At 31 August 1,800
-----------
Golden Sierra Limited
Notes to the Accounts
for the period from 15 July 2003 to 31 August 2004
6 Share premium 2004
Us$
Shares issued 1,500.000
-------------
1,500,000
At 31 August
-------------
7 Profit and loss account 2004
US$
Retained loss (2,375)
-------------
(2,375)
-------------
At 31 August