Post by imSINGLEruRICH on Dec 5, 2007 14:01:19 GMT -5
2007 (BUSINESS WIRE) -- Fortress Financial Group, Inc. (PINKSHEETS: FFGO) confirms the details of its disposal of the three Gold Mining Exploration Companies, to Hunt Gold Corporation (PINKSHEETS: HGLC).
BRIEF SUMMARY br]
- Sentinel Resource Holdings plc, Ambassador Gold Holdings plc and
Golden Eagle Mining Holdings disposed of to Hunt Gold Corporation
(PINKSHEETS : HGLC)
- Fortress Financial Group, Inc. receives 483,750,099 shares of Hunt
Gold Corporation Common Stock, representing 48% of the outstanding
stock in Hunt Gold Corporation.
- Fortress Financial Group, Inc. (formerly Great West Gold, Inc.)
stockholders, who were eligible for the Stock Dividends in December
2005 and in January 2006, receive 407,250,000 shares of Hunt Gold
Corporation Common Stock.
DETAILED ANALYSIS OF TRANSACTIONS br]
1. Hunt Gold Corporation is acquiring the entire Issued Share
Capital of Sentinel Resource Holdings plc ("Sentinel"), being
2,200,000,000 Ordinary Shares of 1p each from Fortress Financial
Group, Inc. (being the majority stockholder, through its wholly
owned Investment Company, Western Diversified Mining Resources,
Inc.) and the other stockholders of Sentinel.
Sentinel, through its wholly owned subsidiary company, owns the
rights to the "Mockingbird" Gold Exploration properties.
Hunt Gold Corporation will be issuing 1 share of its Common Stock
for every 4 Ordinary Shares of 1p, in Sentinel.
Hunt Gold Corporation will be issuing an amount of 550,000,000
shares of its Common Stock to acquire 100% of Sentinel.
These shares are being issued as follows:-
268,750,055 shares of Hunt Gold Corporation Common Stock to
Western Diversified Mining Resources, Inc. (a wholly owned
Investment Company of Fortress Financial Group, Inc.)
54,999,945 shares of Hunt Gold Corporation Common Stock to
Searchlight Exploration, LLC, the Mining Partner to Sentinel and
beneficiary of royalties on future mining production.
226,250,000 shares of Hunt Gold Corporation Common Stock to other
minority stockholders of Sentinel, these being beneficiaries of a
Stock Dividend paid by Fortress Financial Group, Inc. (formerly
Great West Gold, Inc.) to its stockholders, those being eligible
on that Stock Dividend Record Date, being November 14, 2005.
2. Hunt Gold Corporation is acquiring the entire Issued Share
Capital of Ambassador Gold Holdings plc ("Ambassador"), being the
2,200,000,000 Ordinary Shares of 1p; from Fortress Financial
Group, Inc. (being the majority stockholder, through its wholly
owned Investment Company, Western Diversified Mining Resources,
Inc.) and the other stockholders of Ambassador.
Ambassador, through its wholly owned subsidiary company, owns the
rights to the "Ambassador" Gold Exploration properties.
Hunt Gold Corporation will be issuing 1 share of its Common Stock
for every 10 Ordinary Shares of 1p, in Ambassador.
Hunt Gold Corporation will be issuing an amount of 220,000,000
shares of its Common Stock to acquire 100% of Ambassador.
These shares are being issued as follows:-
107,500,022 shares of Hunt Gold Corporation Common Stock to
Western Diversified Mining Resources, Inc. (a wholly owned
Investment Company of Fortress Financial Group, Inc.)
21,999,978 shares of Hunt Gold Corporation Common Stock to
Searchlight Exploration, LLC, the Mining Partner to Ambassador
and beneficiary of royalties on future mining production.
90,500,000 shares of Hunt Gold Corporation Common Stock to other
minority stockholders of Ambassador, these being beneficiaries of
a Stock Dividend paid by Fortress Financial Group, Inc. (formerly
Great West Gold, Inc.) to its stockholders, those being eligible
on that Stock Dividend Record Date, being January 2, 2006.
3. Hunt Gold Corporation is acquiring the entire Issued Share
Capital of Golden Eagle Mining Holdings plc ("Golden"), being the
2,200,000,000 Ordinary Shares of 1p; from Fortress Financial
Group, Inc. (being the majority stockholder, through its wholly
owned Investment Company, Western Diversified Mining Resources,
Inc.) and the other stockholders of Golden.
Golden, through its wholly owned subsidiary company, owns the
rights to the "Golden Eagle" Gold Exploration properties.
Hunt Gold Corporation will be issuing 1 share of its Common Stock
for every 10 Ordinary Shares of 1p, in Golden.
Hunt Gold Corporation will be issuing an amount of 220,000,000
shares of its Common Stock to acquire 100% of Golden.
These shares are being issued as follows:-
107,500,022 shares of Hunt Gold Corporation Common Stock to
Western Diversified Mining Resources, Inc. (a wholly owned
Investment Company of Fortress Financial Group, Inc.)
21,999,978 shares of Hunt Gold Corporation Common Stock to
Searchlight Exploration, LLC, the Mining Partner to Golden and
beneficiary of royalties on future mining production.
90,500,000 shares of Hunt Gold Corporation Common Stock to other
minority stockholders of Golden, these being beneficiaries of a
Stock Dividend paid by Fortress Financial Group, Inc. (formerly
Great West Gold, Inc.) to its stockholders, those being eligible
on that Stock Dividend Record Date, being January 4, 2006.
The total amount of Hunt Gold Corporation shares of its Common Stock being issued; to acquire Sentinel, Ambassador and Golden is in the amount of 990,000,000.
Fortress Financial Group, Inc. (through its wholly owned Investment Company, Western Diversified Mining Resources, Inc.) will control an amount of 483,750,099 shares of Hunt Gold Corporation Common Stock, equating to approximately 48% of Hunt Gold Corporation's shares of Common Stock.
Fortress Financial Group, Inc. does not intend to retain all of its stock in Hunt Gold Corporation and intends to distribute the majority of its stockholding in that Company, to Fortress Financial Group, Inc. stockholders, as a special Stock Dividend, in the near future. Stockholders will be advised accordingly.
Fortress Financial Group, Inc. (formerly Great West Gold, Inc.) stockholders who were eligible for Stock Dividends in Sentinel (November 14, 2005), Ambassador (January 2, 2006) and Golden (January 4, 2006), will be receiving a total amount of 407,250,000 shares of Hunt Gold Corporation Common Stock.
All of these terms and conditions have been agreed upon by all of the parties and are effective as of today. This will be the Effective Date, upon which date the shares in Sentinel, Ambassador and Golden are exchanged for shares of Hunt Gold Corporation Common Stock.
Within three business days, from the Effective Date, the Stock Transfer Agent to Hunt Gold Corporation will issue the shares of the Company's stock to all of the stockholders of Sentinel, Ambassador and Golden. All stockholders will then be notified, in writing, by the Transfer Agent, as to the amount of stock that they hold in Hunt Gold Corporation.
The current Board of Directors, of Hunt Gold Corporation, will be resigning within three business days from the Effective Date. The details of the incoming Board of Directors, of Hunt Gold Corporation, will be announced shortly. Hunt Gold Corporation is preparing a new Corporate and Investor Relations web site, www.huntgoldcorp.com and it is expected that this will be launched shortly.
Hunt Gold Corporation effected a "Reverse Split" of its outstanding stock on a 3,000 for 1 basis, which was from Friday November 30, 2007. Hunt Gold Corporation now has an amount of 138,147 outstanding shares of its Common Stock. An amount of 58,616 of these outstanding shares are "free trading" and not restricted. This amount of outstanding shares in Hunt Gold Corporation will be increased by the Company's issue of its shares of Common Stock to acquire the entire Issued Share Capital of Sentinel, Ambassador and Golden. All of the stock in Hunt Gold Corporation, held by Fortress Financial Group, Inc. (through its wholly owned Investment Company, Western Diversified Mining Resources, Inc.), as well as other stockholders that are classed as "Affiliates" and "Insiders" will receive restricted shares of Hunt Gold Corporation Common Stock. These restrictions are in force for a period of two years from the date of issue by Hunt Gold Corporation.
These stock restrictions do not apply to the other stockholders in Golden, Sentinel and in Ambassador as they are neither affiliates nor insiders of Hunt Gold Corporation. They have held their stock in Golden, Ambassador and Sentinel for a period of two years, as the Stock Dividends were paid to them by Fortress Financial Group, Inc. (formerly Great West Gold, Inc.) two years ago, being in December, 2005 and in January, 2006.
Fortress Financial Group, Inc. continues to hold the majority interest in the "Bouse" and "South Copperstone" Gold Mining Exploration properties and expects to dispose of these interests, shortly, to a quoted Gold Mining & Exploration Company. Stockholders will be briefed, shortly, in respect of this transaction. This is an unrelated transaction to that of Hunt Gold Corporation.
About Fortress Financial Group, Inc.
BRIEF SUMMARY br]
- Sentinel Resource Holdings plc, Ambassador Gold Holdings plc and
Golden Eagle Mining Holdings disposed of to Hunt Gold Corporation
(PINKSHEETS : HGLC)
- Fortress Financial Group, Inc. receives 483,750,099 shares of Hunt
Gold Corporation Common Stock, representing 48% of the outstanding
stock in Hunt Gold Corporation.
- Fortress Financial Group, Inc. (formerly Great West Gold, Inc.)
stockholders, who were eligible for the Stock Dividends in December
2005 and in January 2006, receive 407,250,000 shares of Hunt Gold
Corporation Common Stock.
DETAILED ANALYSIS OF TRANSACTIONS br]
1. Hunt Gold Corporation is acquiring the entire Issued Share
Capital of Sentinel Resource Holdings plc ("Sentinel"), being
2,200,000,000 Ordinary Shares of 1p each from Fortress Financial
Group, Inc. (being the majority stockholder, through its wholly
owned Investment Company, Western Diversified Mining Resources,
Inc.) and the other stockholders of Sentinel.
Sentinel, through its wholly owned subsidiary company, owns the
rights to the "Mockingbird" Gold Exploration properties.
Hunt Gold Corporation will be issuing 1 share of its Common Stock
for every 4 Ordinary Shares of 1p, in Sentinel.
Hunt Gold Corporation will be issuing an amount of 550,000,000
shares of its Common Stock to acquire 100% of Sentinel.
These shares are being issued as follows:-
268,750,055 shares of Hunt Gold Corporation Common Stock to
Western Diversified Mining Resources, Inc. (a wholly owned
Investment Company of Fortress Financial Group, Inc.)
54,999,945 shares of Hunt Gold Corporation Common Stock to
Searchlight Exploration, LLC, the Mining Partner to Sentinel and
beneficiary of royalties on future mining production.
226,250,000 shares of Hunt Gold Corporation Common Stock to other
minority stockholders of Sentinel, these being beneficiaries of a
Stock Dividend paid by Fortress Financial Group, Inc. (formerly
Great West Gold, Inc.) to its stockholders, those being eligible
on that Stock Dividend Record Date, being November 14, 2005.
2. Hunt Gold Corporation is acquiring the entire Issued Share
Capital of Ambassador Gold Holdings plc ("Ambassador"), being the
2,200,000,000 Ordinary Shares of 1p; from Fortress Financial
Group, Inc. (being the majority stockholder, through its wholly
owned Investment Company, Western Diversified Mining Resources,
Inc.) and the other stockholders of Ambassador.
Ambassador, through its wholly owned subsidiary company, owns the
rights to the "Ambassador" Gold Exploration properties.
Hunt Gold Corporation will be issuing 1 share of its Common Stock
for every 10 Ordinary Shares of 1p, in Ambassador.
Hunt Gold Corporation will be issuing an amount of 220,000,000
shares of its Common Stock to acquire 100% of Ambassador.
These shares are being issued as follows:-
107,500,022 shares of Hunt Gold Corporation Common Stock to
Western Diversified Mining Resources, Inc. (a wholly owned
Investment Company of Fortress Financial Group, Inc.)
21,999,978 shares of Hunt Gold Corporation Common Stock to
Searchlight Exploration, LLC, the Mining Partner to Ambassador
and beneficiary of royalties on future mining production.
90,500,000 shares of Hunt Gold Corporation Common Stock to other
minority stockholders of Ambassador, these being beneficiaries of
a Stock Dividend paid by Fortress Financial Group, Inc. (formerly
Great West Gold, Inc.) to its stockholders, those being eligible
on that Stock Dividend Record Date, being January 2, 2006.
3. Hunt Gold Corporation is acquiring the entire Issued Share
Capital of Golden Eagle Mining Holdings plc ("Golden"), being the
2,200,000,000 Ordinary Shares of 1p; from Fortress Financial
Group, Inc. (being the majority stockholder, through its wholly
owned Investment Company, Western Diversified Mining Resources,
Inc.) and the other stockholders of Golden.
Golden, through its wholly owned subsidiary company, owns the
rights to the "Golden Eagle" Gold Exploration properties.
Hunt Gold Corporation will be issuing 1 share of its Common Stock
for every 10 Ordinary Shares of 1p, in Golden.
Hunt Gold Corporation will be issuing an amount of 220,000,000
shares of its Common Stock to acquire 100% of Golden.
These shares are being issued as follows:-
107,500,022 shares of Hunt Gold Corporation Common Stock to
Western Diversified Mining Resources, Inc. (a wholly owned
Investment Company of Fortress Financial Group, Inc.)
21,999,978 shares of Hunt Gold Corporation Common Stock to
Searchlight Exploration, LLC, the Mining Partner to Golden and
beneficiary of royalties on future mining production.
90,500,000 shares of Hunt Gold Corporation Common Stock to other
minority stockholders of Golden, these being beneficiaries of a
Stock Dividend paid by Fortress Financial Group, Inc. (formerly
Great West Gold, Inc.) to its stockholders, those being eligible
on that Stock Dividend Record Date, being January 4, 2006.
The total amount of Hunt Gold Corporation shares of its Common Stock being issued; to acquire Sentinel, Ambassador and Golden is in the amount of 990,000,000.
Fortress Financial Group, Inc. (through its wholly owned Investment Company, Western Diversified Mining Resources, Inc.) will control an amount of 483,750,099 shares of Hunt Gold Corporation Common Stock, equating to approximately 48% of Hunt Gold Corporation's shares of Common Stock.
Fortress Financial Group, Inc. does not intend to retain all of its stock in Hunt Gold Corporation and intends to distribute the majority of its stockholding in that Company, to Fortress Financial Group, Inc. stockholders, as a special Stock Dividend, in the near future. Stockholders will be advised accordingly.
Fortress Financial Group, Inc. (formerly Great West Gold, Inc.) stockholders who were eligible for Stock Dividends in Sentinel (November 14, 2005), Ambassador (January 2, 2006) and Golden (January 4, 2006), will be receiving a total amount of 407,250,000 shares of Hunt Gold Corporation Common Stock.
All of these terms and conditions have been agreed upon by all of the parties and are effective as of today. This will be the Effective Date, upon which date the shares in Sentinel, Ambassador and Golden are exchanged for shares of Hunt Gold Corporation Common Stock.
Within three business days, from the Effective Date, the Stock Transfer Agent to Hunt Gold Corporation will issue the shares of the Company's stock to all of the stockholders of Sentinel, Ambassador and Golden. All stockholders will then be notified, in writing, by the Transfer Agent, as to the amount of stock that they hold in Hunt Gold Corporation.
The current Board of Directors, of Hunt Gold Corporation, will be resigning within three business days from the Effective Date. The details of the incoming Board of Directors, of Hunt Gold Corporation, will be announced shortly. Hunt Gold Corporation is preparing a new Corporate and Investor Relations web site, www.huntgoldcorp.com and it is expected that this will be launched shortly.
Hunt Gold Corporation effected a "Reverse Split" of its outstanding stock on a 3,000 for 1 basis, which was from Friday November 30, 2007. Hunt Gold Corporation now has an amount of 138,147 outstanding shares of its Common Stock. An amount of 58,616 of these outstanding shares are "free trading" and not restricted. This amount of outstanding shares in Hunt Gold Corporation will be increased by the Company's issue of its shares of Common Stock to acquire the entire Issued Share Capital of Sentinel, Ambassador and Golden. All of the stock in Hunt Gold Corporation, held by Fortress Financial Group, Inc. (through its wholly owned Investment Company, Western Diversified Mining Resources, Inc.), as well as other stockholders that are classed as "Affiliates" and "Insiders" will receive restricted shares of Hunt Gold Corporation Common Stock. These restrictions are in force for a period of two years from the date of issue by Hunt Gold Corporation.
These stock restrictions do not apply to the other stockholders in Golden, Sentinel and in Ambassador as they are neither affiliates nor insiders of Hunt Gold Corporation. They have held their stock in Golden, Ambassador and Sentinel for a period of two years, as the Stock Dividends were paid to them by Fortress Financial Group, Inc. (formerly Great West Gold, Inc.) two years ago, being in December, 2005 and in January, 2006.
Fortress Financial Group, Inc. continues to hold the majority interest in the "Bouse" and "South Copperstone" Gold Mining Exploration properties and expects to dispose of these interests, shortly, to a quoted Gold Mining & Exploration Company. Stockholders will be briefed, shortly, in respect of this transaction. This is an unrelated transaction to that of Hunt Gold Corporation.
About Fortress Financial Group, Inc.