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): November 16, 2005
GREAT WEST GOLD, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
WYOMING 000-24262 91-1363905
(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYEE
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
3131 East Camelback Road
Suite 200
Phoenix
Arizona 85016
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(877) 576-0277
(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 15, 2005 (the "Effective Date"), pursuant to a Stock Purchase
Agreement (the "Agreement") by and among Great West Gold, Inc., a Wyoming
corporation ("Great West") and Copperstone Mining, Inc. a Wyoming corporation,
Great West sold all of its shares of its wholly owned subsidiary, Copperstone
Mining Limited, to Copperstone Mining, Inc. in consideration for 200,000,000
shares of the Copperstone Mining, Inc. common stock.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the Agreement, Great West sold all of the outstanding shares of
Copperstone Mining Limited for a total of 200,000,000 shares of Copperstone
Mining, Inc.'s common stock. Copperstone Mining Limited owns 100% of certain
mineral rights located on approximately 5,760 acres 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.
Pursuant to the Agreement, the 200,000,000 Copperstone Mining, Inc shares were
issued to Great West in the following manner: 102,000,000 shares to Western
Diversified Mining Resources, Inc. a wholly owned subsidiary of Great West and
the balance of 98,000,000 shares to the shareholders of Great West Gold.
ITEM 8.01 OTHER EVENTS
On November 16, 2005, Great West agreed to distribute its 98,000,000 shares of
Copperstone Mining, Inc. to its shareholders of record as of December 2, 2005.
Such shares shall be issued to the shareholders of record pro rata so that for
each share of Great West Gold, Inc. common stock owned on the record date.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
10.1 Stock Purchase Agreement dated November 15, 2005 between
Copperstone Mining, Inc. and Great West Gold, Inc.
10.2 Project Acquisition Agreement dated October 7, 2005 between
Copperstone Mining, Inc. and Searchlight Exploration, LLC.
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 16, 2005