Replies to post #192244 on Fortress Financial Group fka FFGO

[puppydotcom]

incorrect .. this entire deal is based on the closing of the agreement .. NMGL buying 100 % of the mines and selling the mines


(d) It is anticipated that Purchaser will offer to purchase the remaining shares of Bouse Gold Inc. and South Copperstone Inc. for Series A Preferred Shares and Series B Preferred Shares at the same price per share that is being paid pursuant to Section 1.02 in order to acquire a 100% ownership interest in both companies. Seller will use its best efforts to assist in obtaining the agreement of the other shareholders in these companies although it cannot guaranty their acceptance of such an offer.

(e) It is anticipated that Western’s corporate parent will distribute the Preferred Shares to its shareholders, and will initiate all necessary corporate action with FINRA and the DTCC to set a “record date” and “pay date” upon the execution and delivery of this Agreement. Purchaser will cooperate in good faith in the efforts of Western’s corporate parent to complete this distribution. Assuming that Western’s corporate parent has 74,813,049,643 shares of common stock issued and outstanding, this would be a distribution of 0.00016168455 shares (rounded up) of Purchaser’s Series A Preferred Stock per 1 (One) share of common stock of Western’s corporate parent, and 0.0003921002 shares (rounded up) of Purchaser’s Series B Preferred Stock per 1 (One) share of common stock of Western’s corporate parent, or a total value of US$0.003449 per share of the common stock of Western’s corporate parent.

[puppydotcom]

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).