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 8, 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.)
3131 East Camelback Road
Suite 200
Phoenix
Arizona 85016
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(877) 576-0277
(ISSUER TELEPHONE NUMBER)
c/o St. James Resource Management Limited
16 Hanover Square
London, W1S 1HT, United Kingdom
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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 November 8, 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 Ambassador Gold Limited
(collectively Ambassador and the Ambassador shareholders shall be known as the
"Ambassador Group"), Great West purchased all of the outstanding shares of
Ambassador from the Ambassador shareholders for a total of 7,000,000,000 shares
of Great West's common stock to the Ambassador shareholders. Pursuant to the
agreement, Ambassador 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
Ambassador for a total of 7,000,000,000 shares of Great West's common stock and
Ambassador became a wholly owned subsidiary of Great West. The following sets
forth a summary of the Ambassador mines:
The Ambassador property is approximately 1,600 acres located in Yavapai County
in Arizona. The project is located in the Black Hills Mining District, which is
immediately south of the Verde Mining District and immediately west of the
Cherry Creek Mining District. Each of these districts has seen significant past
production of gold, silver and copper. Well-known area mines include the United
Verde, United Verde Extension, Yaeger, Monarch and Logan Mines.
The regional geological setting is predominantly preCambrian, with an embayment
of quartz diorite bounded by schist to the north and east and by the Shylock
Fault Zone to the west. Locally, the principal types of gold deposits are (1)
preCambrian gold-quartz veins in igneous rocks (the type of deposit at the
Ambassador), (2) Mesozoic or Tertiary gold and gold-silver veins in metamorphic
rocks and (3) scattered preCambrian gold-quartz-tourmaline VMS deposits.
In the Ambassador project area, the dominant rock type is quartz diorite. In the
western part of the claim block (West Hills), dikes of granodiorite porphyry cut
across the quartz diorite. At the Ambassador mine and in the East Hills Area
east of the mine, there are gold-quartz hypothermal veins, which were deposited
under conditions of high temperature and pressure, probably genetically related
to the later stages of emplacement of the preCambrian age quartz diorite mass.
Ambassador has no proven reserves at this time. In addition, Ambassador has no
tangible liabilities or operations and their sole asset consists of mining
rights. Based upon same, no financial statements will be filed for Ambassador
since the entire purchase price consists of common stock will be expensed.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On November 8, 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 Ambassador
shareholders in exchange for all of the outstanding shares of SIG in the
following manner:
Madsen, Inc. 1,000,000,000
Abaxis, Inc. 1,000,000,000
Amstart Limited 1,000,000,000
Aspen Limited 1,000,000,000
Bayline S.A. 1,000,000,000
Chemix Corporation 1,000,000,000
Firea Group, Inc. 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.
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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 8, 2005 between Great West
Gold, Inc. and Ambassador 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.
GREAT WEST GOLD, INC.
By: /s/ Richard Axtell
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Richard Axtell
President
Dated: November 9, 2005
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