SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K
___________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 21, 2005
GREAT WEST 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.)
c/o St. James Resource Management Limited
16 Hanover Square
London, W1S 1HT, United Kingdon
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
44 207 408 9451
(ISSUER TELEPHONE NUMBER)
(FORMER NAME AND 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.
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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 October 21, 2005 (the "Effective Date"), pursuant to a Stock Purchase
Agreement (the "Agreement") by and among Great West Gold, Inc., a Wyoming
corporation ("Great West"); the shareholders of Golden Eagle Mining Limited
(collectively Golden Eagle and the Golden Eagle shareholders shall be known as
the "Golden Eagle Group"), Great West purchased all of the outstanding shares of
Golden Eagle from the Golden Eagle shareholders for a total of 7,000,000,000
shares of Great West's common stock to the Golden Eagle shareholders. Pursuant
to the agreement, Golden Eagle became a wholly owned subsidiary of Great West.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the Agreement, Great West purchased all of the outstanding shares of
Golden Eagle for a total of 7,000,000,000 shares of Great West's common stock
and Golden Eagle became a wholly owned subsidiary of Great West. The following
sets forth a summary of the Golden Eagle mines:
The Golden Eagle property is approximately 3,345 acres located in Imperial
County in California between the Mesquite gold mine and the Picacho gold mine.
Mesquite was mined by Newmont for over 15 years and produced 154MM tons of ore
at an average grade of .026 OPT, for a total of 4MM ounces gold. Newmont proved
an additional 42.9MM tons at .021 OPT, which the present owner (Western
Goldfields) plans to develop. Picacho was the flagship gold mine of Glamis Gold,
producing 388,000 ounces of gold from 1981 until the mine's closure in 2000.
Geochemical work by MagnaChem Exploration demonstrated the similarity of the
mineralization at Golden Eagle to the arsenic-rich peraluminous gold systems at
both Mesquite and Picacho.
The regional geological setting is dominated by a major low angle fault system
that occurs throughout the southeastern Chocolate Mountains, and which is
commonly known as the Sortan fault. At the Golden Eagle, this structure probably
connects up with a similar structure to the north. Most of the gold occurs in a
breccia unit related to the Sortan fault that strikes northwest, dips northeast
and juxtaposes Jurassic Winterhaven Formation against lower plate gneisses which
have been extensively intruded by biotite alaskite phases of the Marcus Wash
peraluminous granitic complex. Previous drilling by Santa Fe Resources did not
test any along-strike or down-dip projections of this structure, which appears
to be concealed by shallow Tertiary to Quaternary alluvial cover. Possible
additional targets include mineralized megabreccia lenses of gneiss within the
Bear Canyon conglomerate unit.
Golden Eagle has no proven reserves at this time. In addition, Golden Eagle had
no tangible liabilities or operations and their sole asset consists of mining
rights. Based upon same, no financial statements will be filed for Golden Eagle
since the entire purchase price consists of common stock will be expensed.
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ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On October 21, 2005, pursuant to the Agreement, Great West agreed to issue a
total of 7,000,000 shares of the Company's common stock to the Golden Eagle
shareholders in exchange for all of the outstanding shares of SIG in the
following manner:
Ashford World Investments Limited 1,000,000,000
Lutton Grove Investments Limited 1,000,000,000
Otter Vale Enterprises Limited 1,000,000,000
Romney Marsh Investments Limited 1,000,000,000
Teme Valley Holdings Limited 1,000,000,000
Thistlemoor Estates Limited 1,000,000,000
West Hay Estates Limited 1,000,000,000
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 of 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, the 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, these shareholders had the
necessary investment intent as required by Section 4(2) since these 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.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
Stock Purchase Agreement dated October 21, 2005 between Great West
Gold, Inc. and Golden Eagle Mining Limited
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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.
GREAT WEST GOLD, INC.
By: /s/ Richard Axtell
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Richard Axtell
President
Dated: October 25, 2005
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