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Great West Gold, Inc. -- Update on Windsor Resources, Inc.
Market Wire, December, 2005
Great West Gold, Inc. (OTC BB: GWGO) announced to its shareholders that it has disposed of its entire shareholding in Western Gold Limited, formerly a wholly owned subsidiary company of Great West Gold, Inc., to Windsor Resources, Inc. in exchange for 200,000,000 restricted shares of Great West Gold, Inc. Common Stock.
Great West Gold, Inc. received an amount 98,000,000 restricted shares of Windsor Resources, Inc. Common Stock. The balance in the amount of 102,000,000 shares of restricted Common Stock of Windsor Resources, Inc. was allocated to Western Diversified Mining Resources, Inc., a company in which Great West Gold, Inc. holds an interest of 71.43%.
Great West Gold, Inc. then announced to its shareholders that it was distributing an amount of 98,000,000 shares of Windsor Resources, Inc. Common Stock to its shareholders of record as at November 7, 2005.
It was intended that Windsor Resources, Inc. seek an immediate admission to the OTC Pink Sheets Market. Various material changes to the OTC Pink Sheets Market Rules and Regulations have forced Great West Gold, Inc. to restructure its plans due to the extended period of time it will take to gain the admittance of Windsor Resources, Inc. shares of Common Stock for trading on the OTC Pink Sheets Market. Great West Gold, Inc. shareholders would have been unable to trade their shares in Windsor Resources, Inc. on the OTC Pink Sheets Market as they would have been restricted for a period of one year from the date of their issue under Regulation 144.
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Great West Gold, Inc. will now be immediately disposing of its 98,000,000 restricted shares of Common Stock in Windsor Resources, Inc. to Bouse Mining Holdings plc incorporated in the United Kingdom and will not be distributing any of these shares to Great West Gold, Inc. shareholders. Windsor Resources, Inc. will remain an as unquoted Private Gold Mining Exploration Company.
Bouse Mining Holdings plc is being restructured at this time, a process that is expected to be completed within ten days at the most. The Share Capital Structure of Bouse Mining Holdings plc at this time, is as follows:
The amount of 50,000 Ordinary Shares of £1 (US$1.67) in Bouse Mining Holdings plc was placed for cash to St James Capital Holdings, Inc., www.stjcapital.com for a cash consideration of £50,000 (U$89,000). Bouse Mining Holdings plc is sub-dividing (otherwise referred to as a Reverse Split) its Ordinary Shares of £1 on a 100 for one basis, resulting in Bouse Mining Holdings plc holding Ordinary Shares of 1p (US$0.018) each. The only issued Ordinary shares will then be 5,000,000 Ordinary Shares of 1p (US$0.018) each held by St James Capital Holdings, Inc. St James Capital Holdings, Inc. holds a Loan Note due to it by Great West Gold, Inc. in the amount of US$1,750,000. Bouse Mining Holdings plc and Windsor Resources, Inc. have retained the services of a St James Capital Holdings, Inc. Group Company to effect all of these Corporate Finance transactions and to implement the various admissions of these equity instruments to the OTC Pink Sheets Market and to the to the "third tier" United Kingdom Stock Exchange. Stephen Lumb, the President of St James Capital Holdings, Inc., confirmed that he was delighted with this very radical and innovative financing structure embraced by Great West Gold, Inc. and that St James Capital Holdings, Inc. would continue to put 100% of its support behind Great West Gold, Inc. and all of its investments in these new Gold Mining Exploration Companies.
Bouse Mining Holdings plc will be seeking immediate admittance to the "third tier" United Kingdom Stock Exchange. Bouse Mining Holdings plc will then immediately thereafter apply for admission to the OTC Pink Sheets Market as a "Foreign Issuer." The Company will have a CUSIP Number, ISIN Number and Trading Symbol for its quotation on the OTC Pink Sheets Market and will still file an Information Statement as well as its Financial Statements with the OTC Pink Sheets Market under Rule 15c-211. Bouse Mining Holdings plc will be admitted to the OTC Pink Sheets Market through the "Unsolicited Trade" Rule.
Bouse Mining Holdings plc will then institute an American Depositary Receipt ("ADR") Level I Programme. This ADR will have an ISIN Number, CUSIP Number and Trading Symbol and will be admitted for trading on the OTC Pink Sheets Market through the "Unsolicited Trade" Rule. Each one of the Bouse Mining Holdings plc ADRs will comprise of shares of 1,000 Ordinary Shares of Bouse Mining Holdings plc.
Bouse Mining Holdings plc is appointing a Share Transfer Agent to deal with the share transfers for both of the Company's listings on the OTC Pink Sheets Market and on the "third tier" United Kingdom Stock Exchange. The settlement of the dealing in the ADRs will be dealt with separately by a Depositary Receipt Company. The shares quoted on the "third tier" United Kingdom Stock Exchange will be settled through the CREST settlement system.
Shareholders in Great West Gold, Inc. that will hold Ordinary Shares in Bouse Mining Holdings plc will be in a position to trade their shares in London on the "third tier" Stock Exchange as well as on the OTC Pink Sheets Market in the form of Ordinary Shares and in the form of ADRs. This provides huge arbitrage opportunities for shareholders and speculators in shares. Shareholders in Bouse Mining Holdings plc will have the right to convert all or part of their shareholding in Bouse Mining Holdings plc into ADRs, should they so wish.
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