Replies to post #192241 on Fortress Financial Group fka FFGO

[puppydotcom]

There is nothing that states that any regulatory problems "default" or "cancel" the dividend.


You are totally wrong in your opinion of the agreements between FFGO/WD and NMGL.

[puppydotcom]

Filing ID Filing Type Filing Name Filing Date Status Standing - Tax Standing - RA
2004-000469563 CORP Western Diversified Mining Resources, Inc. 06/30/2004 Inactive - Administratively Dissolved (Tax) Delinquent Good

https://wyobiz.wy.gov/Business/FilingDetails.aspx?FilingNum=2004-000469563

current address (FFGO ) is no longer active ( per the SEC )

Principal Office: c/o Fortress Financial Group, Inc.
2780 South Jones Boulevard
Suite 3532
Las Vegas, Nevada 89146 USA Mailing Address: c/o Fortress Financial Group, Inc.
2780 South Jones Boulevard
Suite 3532
Las Vegas, Nevada 89146 USA


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ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser as follows:

2.01 Corporate Existence. Seller is a corporation validly existing and in good standing under the laws of Wyoming, and has full corporate power and authority to conduct its business and to the extent now conducted.



2.06 Claims, Litigation, Disclosure. Except as set forth in Schedule 2.06 there is no claim, litigation, tax audit, proceeding or investigation pending or threatened against Seller or its corporate parent with respect to its business, nor is there a basis for any such claim, litigation, audit, proceeding or investigation.



ARTICLE V
CONDITIONS TO OBLIGATIONS OF SELLER

The obligations of Seller hereunder to sell the Shares are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Seller in its sole discretion):

5.01 Representations and Warranties. The representations and warranties made by Purchaser in this Agreement, taken as a whole, shall be true and correct in all material respects on and as of the Closing.

5.02 Performance. Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing.

ARTICLE VI
TERMINATION

6.01 Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned:

(a) at any time before the Closing, by mutual written agreement of Seller and Purchaser;

(b) at any time before the Closing, by Seller or Purchaser, in the event that (i) any order or law becomes effective restraining, enjoining, or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Closing Documents or (ii) there are any litigation or governmental, regulatory or self-regulatory actions or investigations concerning Seller or Purchaser or their respective officers or directors, upon notification of the non-terminating party by the terminating party; or

[TomSawyer]

"FFGO and NMGL are both "locked in" and "liable." FFGO should have released the dividend immediately following the sale of the gold mine. FFGO received compensation for the mines without including FFGO shareholders. NMGL filed NMGL A&B's for FFGO's share of the mines. NMGL was supposed to have the irrevocable consent of all minority shareholders and file for ownership of 100% of the mines. NMGL has only filed for FFGO's less than half ownership of the mines. "

EXCELLENT POST OldBen!

[puppydotcom]

NMGL,PURCHASER

ARTICLE III
REPRESENTATIONS ,WARRANTIES AND COVENANTS OF PURCHASER

Purchaser hereby represents and warrants to Seller as follows:


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3.01 Corporate Existence. Purchaser is a corporation validly existing and in good standing under the laws of the State of Nevada, and has full corporate power and authority to conduct its business and to the extent now conducted.

3.02 Authority. The execution and delivery by Purchaser of this Agreement, and the performance by Purchaser of its obligations hereunder and under the Closing Documents, are duly and validly authorized by Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes, and upon the execution and delivery by Purchaser of the Closing Documents to which it is a party, such Closing Documents will constitute, legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms.

3.03 No Conflicts. The execution and delivery by Purchaser of this Agreement does not, and the execution and delivery by Purchaser of the Closing Documents to which it is a party, the performance by Purchaser of its obligations under this Agreement and such Closing Documents and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in a violation or breach of any of the terms, conditions or provisions of any agreement Purchaser is a party to.

3.04 Claims, Litigation, Disclosure. There is no claim, litigation, tax audit, proceeding or investigation pending or threatened against Purchaser, with respect to its business which would have a material effect on its ability to satisfactorily perform its duties under this Agreement, nor is there a basis for any such claim, litigation, audit, proceeding or investigation.

3.05 Taxes. The Purchaser has correctly prepared and timely filed all Federal, state and local tax returns, estimates and reports, and paid all such taxes as and when due. For purposes of this paragraph, taxes shall mean all taxes, charges, fees, levies or other assessments of any kind whatsoever (including, without limitation, income, franchise, sales, use and withholding taxes).

ARTICLE IV
CONDITIONS TO OBLIGATIONS OF PURCHASER

The obligations of Purchaser hereunder to purchase the Shares are subject to the fulfillment, at or before the Closing Date, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):

4.01 Representations and Warranties. The representations and warranties made by Seller in this Agreement, taken as a whole, shall be true and correct, in all respects material to the validity and enforceability of this Agreement and the Closing Documents and to the condition of the business, on and as of the Closing Date as though made on and as of the Closing or, in the case of representations and warranties made as of a specified date earlier than the Closing, on and as of such earlier date.


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4.02 Performance. Seller shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Seller at or before the Closing.

4.03 Officers' Certificates. Seller shall have delivered to Purchaser two certificates of Seller each dated as of the Closing and executed in the name and on behalf of Seller by the President of Seller, substantially in the form of Schedule 4.03.1 annexed hereto, and a certificate executed by the Secretary or any Assistant Secretary of Seller, substantially in the form of Schedule 4.03.2 annexed hereto.

4.04 Completion of Audit. Purchaser’s independent registered accountant shall have completed any necessary audit(s) required by said accountants to continue Purchaser’s SEC reporting in good standing following the Closing.

ARTICLE V
CONDITIONS TO OBLIGATIONS OF SELLER

The obligations of Seller hereunder to sell the Shares are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Seller in its sole discretion):

5.01 Representations and Warranties. The representations and warranties made by Purchaser in this Agreement, taken as a whole, shall be true and correct in all material respects on and as of the Closing.

5.02 Performance. Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing.

ARTICLE VI
TERMINATION

6.01 Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned:

(a) at any time before the Closing, by mutual written agreement of Seller and Purchaser;

(b) at any time before the Closing, by Seller or Purchaser, in the event that (i) any order or law becomes effective restraining, enjoining, or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Closing Documents or (ii) there are any litigation or governmental, regulatory or self-regulatory actions or investigations concerning Seller or Purchaser or their respective officers or directors, upon notification of the non-terminating party by the terminating party; or


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(c) by either party, in the event that the Closing does not occur on or before August 31, 2010.

6.02 Effect of Termination. If this Agreement is validly terminated pursuant to this Section, this Agreement will forthwith become null and void, and there will be no liability or obligation on the part of Purchaser or Seller (or any of their respective officers, directors, employees, agents or other representatives or Affiliates, as the case may be).


http://www.sec.gov/Archives/edgar/data/802206/000101376210001860/ex1001.htm

[puppydotcom]

NMGL was supposed to have the irrevocable consent of all minority shareholders and file for ownership of 100% of the mines.

NMGL NEVER completed the purchase of the mines

[puppydotcom]

Would NMGL be entitled to cancel these transactions for any reason?

NMGL is entitled to cancel these transactions should they deem these transactions to be of reputational risk to themselves. The agreements provide for such termination by NMGL in the event of any litigation against Fortress or Western or any regulatory actions against Fortress. Damaging and libelous statements publicly leveled at NMGL, its Directors, Advisors and controlling stockholders could also trigger such termination. In the event of NMGL terminating these agreements, Fortress and Western have been advised by Searchlight Exploration, LLC that Searchlight Exploration, LLC would in likelihood exercise its rights and remedies to terminate its Agreements and reclaim all of the Bouse Gold, Inc. and South Copperstone, Inc. properties as it is legally entitled to do so.

Furthermore, Searchlight Exploration, LLC amended the critical terms of its agreements with Bouse Gold, Inc. and South Copperstone, Inc. to facilitate a sale of these properties by NMGL. These amendments by Searchlight Exploration were subject to both Bouse Gold, Inc. and South Copperstone, Inc. being owned by NMGL and that Fortress was no longer a direct stockholder in either corporation. If NMGL was to cancel this transaction for whatsoever reason with Western / Fortress, it would be in a position to do so up until the date that Fortress declared the dividend distribution of these NMGL Preferred Series “A” and Series “B” shares.

[puppydotcom]

ITEM 1.01 ENTRY MATERIAL AGREEMENT
On August 12, 2010 the Company’s wholly owned subsidiary Western Diversified Mining Resources, Inc. (“Western”) entered into an agreement with North American Gold & Minerals Fund (“North American”) pursuant to which North American agreed to acquire Western’s 23.22% shareholding in Bouse Gold Inc. (“Bouse Gold”) and Western’s 46.84% shareholding in South Copperstone Inc. (“South Copperstone”) for North American preferred stock valued at US$258,073,107, or US $0.003449 per share of the Company’s issued and outstanding common stock. The North American Series A Preferred Stock that will be issued under the Agreement has liquidation and dividend preferences that apply to future distributions from Bouse Gold, Inc.; the Series B Preferred Stock has liquidation and dividend preferences that apply to future distributions from South Copperstone, Inc.. The valuation of US$258,073,107 is based on the liquidation preference of the preferred stock, which is US$16.00 per share for the Series A Preferred Stock and US$2.20 per share for the Series B Preferred Stock. The annual non-cumulative dividend preference for both Series A and Series B Preferred Stock is 3% of the respective liquidation preference. Both the Series A and Series B Preferred Stock may be redeemed by the North American Gold & Minerals Fund at any time after January 1, 2011at a cash redemption price equal to the liquidation preference.

The Agreement is subject to several conditions of closing. The Company anticipates that Closing will occur no later than August 17, 2010.

The Agreement contemplates that the Company will distribute to the Company’s shareholders the shares received as the purchase price, and North American Gold & Minerals Fund is required to use its best efforts to cooperate in carrying out the contemplated distribution. The distribution is expected to be 0.00016168455 (rounded up) per 1 (one) share of Series A Preferred Stock for each 1 (one) share of Fortress Financial Group, Inc. common stock and 0.0003921002 (rounded up) share of Series B Preferred Stock for each 1 (one) share of Fortress Financial Group, Inc. common stock.

[puppydotcom]

NMGL issued the 506 RESTRICTED UNREGISTERED A & B share to WD with conditions and stipulations. Once all conditions and stipulations were fulfilled and none of the requirements were violated NMGL was to the register the A & B's

By NMGL's own last filing NMGL had little to no money in the bank and NO WAY to pay 258 million dollars for this fantasy divvy

NMGL never registered the UNREGISTERED A&B shares

WD/FFGO could not legally pass any of the UNREGISTERED shares to any FFGO common shareholder

FFGO was in the process of being revoked and could not set any recoded date


your point of argument' was FFGO should have distributed the A & B's to the shares holders

your argument Makes NO SENSE




this was all a big con game from day one .. including all the players
imo