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): November 2, 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 Kingdom
(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.
________________________________________________________________________________
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 November 2, 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 Copperstone Mining Limited
(collectively Copperstone and the Copperstone shareholders shall be known as the
"Copperstone Group"), Great West purchased all of the outstanding shares of
Copperstone from the Copperstone shareholders for a total of 7,000,000,000
shares of Great West's common stock to the Copperstone shareholders. Pursuant to
the agreement, Copperstone 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
Copperstone for a total of 7,000,000,000 shares of Great West's common stock and
Copperstone became a wholly owned subsidiary of Great West. The following sets
forth a summary of the Copperstone mines:
The Copperstone property is approximately 5,760 acres located in LaPaz County in
Arizona. The South Copperstone claim block is immediately south of the
Copperstone property, which it adjoins. The western edge has exposed bedrock
consisting of banded quartz latite flows intruded by granite. The regional
geological setting is dominated by detachment faults of Tertiary age, as well as
younger high angle normal faults. Gold mineralization at the existing
Copperstone mine (presently owned by American Bonanza) occurs in
northwest-striking, moderate-to-shallow dipping fault zones within a package of
Triassic sediments and Jurassic quartz latite volcanics. Most of the known
Copperstone gold mineralization occurs in a breccia zone related to the fault.
The potential is another Copperstone deposit, which had a 500,000T OP resource
of .09 oz/T gold that was mined by Cyprus Gold in the 1980's. A reportedly
larger high grade underground resource is presently being developed by American
Bonanza with support by GoldCorp. Initial drilling by Callahan Mining at South
Copperstone found anomalous gold (approx .02 oz T) hosted by quartz and altered
quartz latite. This is consistent with Cyprus drill results from immediately
north of the claim block. However drilling was not deep enough to penetrate the
breccia unit. Initial IP work found anomalous chargeability values to the south
of Callahan's claim block (roughly in the middle of Searchlight's claim block
and on trend with the historic Valenzuela mine, which is located on the Indian
Reservation immediately west of the claim block). There is no evidence that
these findings were followed up.
Copperstone has no proven reserves at this time. In addition, Copperstone has no
tangible liabilities or operations and their sole asset consists of mining
rights. Based upon same, no financial statements will be filed for Copperstone
since the entire purchase price consists of common stock will be expensed.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On November 2, 2005, pursuant to the Agreement, Great West agreed to issue a
total of 7,000,000,000 shares of the Company's common stock to the Copperstone
shareholders in exchange for all of the outstanding shares of SIG in the
following manner:
Bicester and Warden Limited 1,000,000,000
Allegheny Mountains Limited 1,000,000,000
Baber Properties Limited 1,000,000,000
Conmee Township Gold Limited 1,000,000,000
Pataz Gold Holdings Limited 1,000,000,000
Pitcairn Islands Limited 1,000,000,000
Baddeley Investments Limited 1,000,000,000
2
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.
10.0 Stock Purchase Agreement dated November 2, 2005 between Great West
Gold, Inc. and Copperstone Mining 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.
GREAT WEST GOLD, INC.
By: /s/ Richard Axtell
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Richard Axtell
President
Dated: November 3, 2005