Attached files
| file | filename |
|---|---|
| EX-2.1 - CAPITAL GOLD CORP | v174036_ex2-1.htm |
| EX-99.1 - CAPITAL GOLD CORP | v174036_ex99-1.htm |
| EX-99.2 - CAPITAL GOLD CORP | v174036_ex99-2.htm |
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: February 10, 2010
CAPITAL
GOLD CORPORATION
(Exact
name of registrant as specified in Charter)
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Delaware
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0-13078
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13-3180530
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(State
of other Jurisdiction of
incorporation)
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(Commission
file no.)
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(IRS
employer identification no.)
|
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76
Beaver Street, 14th
Floor
New
York, New York
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10005
|
|
(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (212) 344-2785
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N/A
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(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
x
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
ADDITIONAL INFORMATION AND
FORWARD-LOOKING STATEMENTS
CAPITAL
GOLD COPROPORATION (“CAPITAL GOLD”) AND NAYARIT GOLD, INC. (“NAYARIT”) CLAIM THE
PROTECTION OF THE SAFE HARBOR FOR “FORWARD-LOOKING STATEMENTS” WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING
STATEMENTS ARE STATEMENTS THAT ARE NOT HISTORICAL FACTS. SUCH FORWARD-LOOKING
STATEMENTS, BASED UPON THE CURRENT BELIEFS AND EXPECTATIONS OF MANAGEMENT OF
CAPITAL GOLD AND NAYARIT REGARDING, AMONG OTHER THINGS, CAPITAL GOLD’S PROPOSED
BUSINESS COMBINATION DISCUSSED HEREIN AND THE BUSINESS OF NAYARIT AND ITS
SUBSIDIARIES, ARE SUBJECT TO RISKS AND UNCERTAINTIES, WHICH COULD CAUSE ACTUAL
RESULTS TO DIFFER FROM THE FORWARD-LOOKING STATEMENTS. THE FOLLOWING FACTORS,
AMONG OTHERS, COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE SET FORTH IN THE
FORWARD-LOOKING STATEMENTS: (1) CAPITAL GOLD’S ABILITY TO COMPLETE THE
TRANSACTION; AND (2) OTHER RISKS REFERENCED FROM TIME TO TIME IN CAPITAL
GOLD’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) AND THOSE
FACTORS LISTED IN THE PRELIMINARY PROXY STATEMENT/PROSPECTUS UNDER “RISK FACTORS”. THE
INFORMATION SET FORTH HEREIN SHOULD BE READ IN LIGHT OF SUCH RISKS. NEITHER
CAPITAL GOLD NOR NAYARIT ASSUMES ANY OBLIGATION TO UPDATE THE INFORMATION
CONTAINED IN THIS REPORT.
CAPITAL
GOLD INTENDS TO FILE A REGISTRATION STATEMENT THAT WILL CONTAIN A PRELIMINARY
PROXY STATEMENT/PROSPECTUS, WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION. STOCKHOLDERS OF CAPITAL GOLD AND OTHER INTERESTED PERSONS ARE URGED
TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ CAPITAL GOLD’S
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2009 (THE “ANNUAL
REPORT”) AND OTHER REPORTS AS FILED WITH THE SEC, FOR A DESCRIPTION OF THE
SECURITY HOLDINGS OF CAPITAL GOLD’S OFFICERS AND DIRECTORS AND THEIR AFFILIATES
AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THE PROPOSED
TRANSACTIONS. THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WILL BE MAILED TO
STOCKHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE
PROPOSED TRANSACTIONS. STOCKHOLDERS AND OTHERS WILL ALSO BE ABLE TO OBTAIN A
COPY OF THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, WITHOUT CHARGE, BY DIRECTING
A REQUEST TO CAPITAL GOLD IN WRITING AT, 76 BEAVER STREET, 14TH FLOOR, NEW YORK,
NEW YORK, 10005 OR BY TELEPHONE AT (212) 344-2785. FREE
COPIES OF THESE DOCUMENTS CAN ALSO BE OBTAINED, WHEN AVAILABLE, AT THE SEC’S
INTERNET SITE (http://www.sec.gov).
COMMENCING
SHORTLY AFTER THE FILING OF THIS CURRENT REPORT ON FORM 8-K AND THE REGISTRATION
STATEMENT, CAPITAL GOLD INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS
SECURITYHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING
CAPITAL GOLD’S SECURITIES, REGARDING ITS PROPOSED BUSINESS COMBINATION, AS
DESCRIBED IN THIS CURRENT REPORT AND THE REGISTRATION STATEMENT. THIS CURRENT
REPORT AND THE REGISTRATION STATEMENT WILL BE DISTRIBUTED TO PARTICIPANTS AT
SUCH PRESENTATIONS.
CAPITAL
GOLD, NAYARIT AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS MAY BE
DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL
MEETINGS OF CAPITAL GOLD’S STOCKHOLDERS TO BE HELD TO APPROVE THE PROPOSED
TRANSACTIONS. INFORMATION ABOUT CAPITAL GOLD’S DIRECTORS AND EXECUTIVE OFFICERS
IS AVAILABLE IN ITS ANNUAL REPORT. ADDITIONAL INFORMATION REGARDING THE
INTERESTS OF POTENTIAL PARTICIPANTS IS INCLUDED IN THE PRELIMINARY PROXY
STATEMENT/PROSPECTUS.
THE
INFORMATION ON NAYARIT’S WEBSITE IS NOT, AND SHALL NOT BE DEEMED TO BE, A PART
OF THIS CURRENT REPORT OR INCORPORATED IN FILINGS CAPITAL GOLD MAKES WITH THE
SEC.
THIS
COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY
JURISDICTIONS IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION. NO OFFERING OF SECURITIES SHALL BE MADE EXCEPT BY MEANS OF A
PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933,
AS AMENDED.
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On February 10, 2010, Capital Gold Corporation (the “Company”) entered into a business combination
agreement (the “Business Combination Agreement”) with Nayarit Gold Inc., (“Nayarit”), a corporation organized under the
Ontario Business Corporation Act (“OBCA”), John Brownlie, Colin Sutherland and
Bradley Langille. Pursuant to the terms of
the Business Combination Agreement, the Company and Nayarit intend to effect an
amalgamation (the “Amalgamation”) of Nayarit and a corporation, to be
organized under the OBCA as a wholly-owned subsidiary of the Company (“Merger Sub”), to form a combined entity
(“AmalgSub” or “Surviving Company”), with AmalgSub continuing as the surviving entity
following the Amalgamation. By virtue of the
Amalgamation, the separate
existence of each of Nayarit and Merger Sub shall thereupon cease, and AmalgSub,
as the surviving company in the Amalgamation, shall continue its corporate
existence under the OBCA as a wholly-owned subsidiary of the Company. Pursuant to the terms of the Business
Combination Agreement, by
virtue of the Amalgamation and without any action on the part of Nayarit or the
holders of any securities of Nayarit, all of the Nayarit shares of common stock (the
“Nayarit Common Shares”) issued and outstanding immediately prior
to the consummation of the
Business Combination Agreement (other than Nayarit Common Shares held by dissenting stockholders of Nayarit) shall become exchangeable into
the Company’s common stock on the basis of 0.134048 shares of Company common stock for each one (1) Nayarit
Common Share (the “Amalgamation Consideration”)
The board of directors for each of the
Company and Nayarit have unanimously approved the Business Combination Agreement
and recommend that their respective stockholders vote to approve the Business
Combination Agreement, and each other proposal to be set forth in the definitive
proxy statement/prosptectus, at the special meeting of the Company’s
stockholders to be held.
Nayarit is a Canadian mineral
exploration company engaged in locating, acquiring and exploring for gold,
silver and base metals primarily in Mexico. Nayarit has a majority-owned (98%) subsidiary in Mexico, Nayarit Gold de
México, S.A. de C.V. (“Nayarit Mexico”), which was organized to hold directly
the titles to the concessions and to operate in Mexico and holds a 100% interest
in the concessions, located in the municipalities of Acaponeta, Tecuala and Rosa
Morada, in the state of Nayarit.
If approved, the Amalgamation is
expected to be consummated promptly following the receipt by the Company of
approval from its stockholders, and Nayarit of approval from its stockholders,
and the satisfaction or waiver of other conditions described herein and the
Business Combination Agreement.
The Business Combination Agreement is
described in greater detail below. This description of the Business
Combination Agreement is qualified in its entirety by reference to the full text
of such agreement which is attached hereto as Exhibit 2.1 and incorporated by
reference herein. You are urged to read the entire Business
Combination Agreement and the other exhibits attached
hereto.
Closing and Effective Time of the
Amalgamation
The Amalgamation is expected to be
consummated promptly following the satisfaction or waiver of the conditions
described below under the subsection entitled “Conditions to the
Closing of the Amalgamation,” unless the Company and Nayarit agree in writing to hold
the closing at another time but in no event will such time be later than 120
days after the date of the Business Combination Agreement.
Consideration
All of the Nayarit Common Shares issued
and outstanding immediately prior to the time that the Amalgamation becomes
effective (“Effective
Time”) (other than Nayarit Common Shares held
by Nayarit Dissenting Stockholders (as defined below)) shall become exchangeable
into the
Company’s common stock on the basis of 0.134048 shares of Company common stock for each one (1) Nayarit Common
Share (the “Amalgamation
Consideration”). This ratio takes into account the
recently effected reverse
split of the Company’s outstanding common stock at a ratio of four (4)
shares for every one (1) outstanding share.
Upon the exchange of Nayarit Common
Shares for shares of the
Company’s common
stock, all Nayarit Common Shares shall,
by virtue of the Amalgamation and without any action on the part of the
holders of Nayarit Common Shares, be automatically cancelled and shall
cease to exist, and each holder of Nayarit Common Shares will cease to have any rights with respect
thereto, except the right to receive the Amalgamation Consideration, subject to
the terms and conditions of the Business Combination
Agreement.
Lock-ups
At the closing (“Closing”) of the
Amalgamation, John
Brownlie, Colin Sutherland and Bradley Langille each shall enter into a
“lock-up” agreement (a “Lock Up Agreement”) pursuant to which each of Messrs.
Brownlie, Sutherland and Langille shall agree, for a period of six (6)
months from the date of
which the Closing occurs ({the “Closing Date”), that they each shall neither, on his
behalf or on behalf of entities, family members or trusts affiliated with or
controlled by him, offer, issue, grant any option on, sell or otherwise dispose
of any portion of the Amalgamation Consideration issued to such
Person.
Non Solicitation
Among other covenants, the Company and Nayarit each agreed, from the date
of the Business Combination Agreement until the earlier of (x) the Effective
Time or (y) termination of the Business Combination Agreement, that it
shall not (unless otherwise required by applicable law), directly or
indirectly, and shall not, directly or indirectly, authorize or permit any of
its representative to: (i) solicit, an Acquisition Proposal (as defined below),
(ii) furnish any non-public information regarding itself, its subsidiaries or
the Amalgamation in connection with or in response to an Acquisition Proposal,
(iii) engage in discussions or negotiations which could be expected to lead to
an Acquisition Proposal
and (iv)
withdraw or otherwise
modiy, in a manner adverse
to the Company, the approval of the Business
Combination Agreement or the Amalgamation or the recommendation by the board of
directors of Nayarit or the
Company that its
stockholders adopt the the Business Combination Agreement, among others, as further described in
the Business Combination Agreement. “Acquisition Proposal” means (other than the Amalgamation)
any inquiry, proposal or offer, or any indication of interest in making an offer
or proposal, from any person or group, at any time relating to a merger,
take-over bid, amalgamation, plan of arrangement, reorganization,
recapitalization, consolidation, asset sale, share exchange, business
combination or similar transaction, including any single or multi-step
transaction or series of related transactions involving Nayarit, its
subsidiaries or the
Company, on the one hand,
and any third party, on the other hand, for the acquisition or purchase of
assets of or by Nayarit, its subsidiaries or the Company representing 50% or more of such
person’s assets or business, as further set forth in the Business
Combination Agreement.
Indemnification
Provisions
From the date of the Business
Combination Agreement through the Effective Time, each of the Company and Nayarit, have agreed to indemnify
and hold the other party (and its affiliates, and its or their successors and
assigns and respective directors, officers, employees and agents), harmless from
and against any liability, claim (including claims by third parties), demand,
judgment, loss, cost, damage, or expense whatsoever (including reasonable
attorneys’, consultants’ and other professional fees and disbursements of every
kind, nature and description) that arise from (i) any breach of any
representation, warranty, covenant or agreement of such indemnifying party
contained in the Business Combination Agreement and (ii) any negligence,
willful misconduct or fraud committed by the indemnifying party in connection
with the execution, delivery and performance of the Business Combination
Agreement.
Conditions
to Closing of the Amalgamation
The
obligations of the parties to the Business Combination Agreement to consummate
the Amalgamation are subject to the satisfaction (or waiver by the other party)
of the following specified conditions set forth in the Business Combination
Agreement before consummation of the Amalgamation:
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(i)
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The
Company’s stockholders have approved the issuance of the Amalgamation
Consideration;
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(ii)
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Nayarit’s
shareholders have adopted the Business Combination Agreement and approved
the transactions contemplated thereby, including the
Amalgamation;
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(iii)
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If
applicable, the required waiting period under any domestic or foreign
anti-trust laws has expired or been
terminated;
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(iv)
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All
governmental authority approvals and third party consents required in
connection with the transactions contemplated by the Business Combination
Agreement have been obtained or
made;
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(v)
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A
registration statement with respect to the Amalgamation Consideration
shall have been declared effective by the SEC and no stop order suspending
the effectiveness of such registration statement is in
effect;
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(vi)
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No
governmental authority has enacted, issued, promulgated, enforced or
entered any law or order that has the effect of making the Amalgamation
illegal or otherwise preventing or prohibiting consummation of the
Amalgamation;
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(vii)
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Final
versions of Capital Gold Corporation’s disclosure schedules and Nayarit
Gold Inc.’s disclosure schedules have been delivered and are final, true,
correct and complete; and
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(viii)
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No
pending action exists against any of the parties to the Business
Combination Agreement, or against any of their respective officers,
directors, assets or properties, which could be reasonably be expected to
have a material adverse effect.
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The
obligations of the Company to consummate the Amalgamation are subject to various
additional closing conditions (unless waived by the Company):
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(i)
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The
accuracy in all respects on the date of the Business Combination Agreement
and the Effective Time of all of representations and warranties of Nayarit
and its subsidiaries;
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(ii)
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The
performance in all material respects of all covenants and obligations
required to be performed by or complied with by Nayarit at or prior to the
Effective Time;
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(iii)
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The
delivery to the Company by Nayarit of an officer’s certificate evidencing
the accuracy of the representations or warranties made by Nayarit and its
subsidiaries and certifying the performance of the covenants or
obligations required to be performed by
Nayarit;
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(iv)
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The
delivery to the Company by Nayarit of a secretary’s certificate certifying
the resolutions of the board of directors of Nayarit authorizing the
execution of the Business Combination Agreement and the transaction
contemplated thereby;
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(v)
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No
material adverse effect with respect to Nayarit’s business shall have
occurred since the date of the Business Combination
Agreement;
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(vi)
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The
receipt by the Company of a satisfactory opinion from legal counsel to
Nayarit;
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(vii)
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The
receipt by the Company of a satisfactory title opinion from mining counsel
to Nayarit;
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(viii)
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The
receipt of lockup agreements from Colin Sutherland and Bradley
Langille;
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(ix)
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The
filing by Nayarit with the Canadian System for Electronic
Document Analysis and Retrieval (“SEDAR”) all financial statements that
are required pursuant to applicable Canadian
laws;
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(x)
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Holders
of no more than 5% of the Nayarit Common Shares vote against the
Amalgamation and exercised dissent rights under the
OBCA;
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(xi)
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The
receipt by the Company of a final report from SRK Consulting concerning
Nayarit’s assets and properties and such final report shall not be
materially different from the preliminary SRK Consulting report provided
to the Company;
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(xii)
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The
resignation of the respective directors and officers of Nayarit and its
subsidiaries except for those directors and officers continuing in their
capacities after the Effective
Time;
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(xiii)
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All
convertible securities of Nayarit and options to purchase Nayarit Common
Shares outstanding prior to the Effective Time shall provide for the
issuance of the Company common stock on the exchange basis set forth in
the Business Combination Agreement;
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(xiv)
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The
receipt by the Company of a fairness opinion with respect to the
transactions contemplated by the Business Combination Agreement from the
advisors to the Company, if deemed necessary by the board of directors of
the Company;
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(xv)
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The
receipt by the Company of a fairness opinion with respect to the
transactions contemplated by the Business Combination Agreement from the
advisors to Nayarit;
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(xvi)
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The
termination of the employment agreements between Nayarit and each of Colin
Sutherland and Bradley Langille without payment by Nayarit of any change
of control payments; and
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(xvii)
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The
receipt by the Company of a certificate from SRK Consulting certifying
Nayarit’s representations and warranties regarding Nayarit’s mining
properties and assets.
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The
obligations of Nayarit to consummate the Amalgamation are subject to various
additional closing conditions (unless waived by Nayarit):
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(i)
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The
accuracy in all respects on the date of the Business Combination Agreement
and the Effective Time of all of representations and warranties of the
Company;
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(ii)
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The
performance in all material respects of all covenants and obligations
required to be performed by or complied with by the Company at or prior to
the Effective Time;
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(iii)
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The
delivery to Nayarit by the Company of an officer’s certificate evidencing
the accuracy of the representations or warranties made by the Company and
certifying the performance of the covenants or obligations required to be
performed by the Company;
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(iv)
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The
delivery to Nayarit by the Company of a secretary’s certificate certifying
the resolutions of the board of directors of the Company authorizing the
execution of the Business Combination Agreement and the transaction
contemplated thereby;
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(v)
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No
material adverse effect with respect to the Company’s business shall have
occurred since the date of the Business Combination
Agreement;
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(vi)
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The
receipt by Nayarit of a satisfactory opinion from legal counsel to the
Company;
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(vii)
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The
resignation of the directors and officers of the Company except for those
directors and officers continuing in their capacities after the Effective
Time;
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(viii)
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the
Company has entered into an agreement with an exchange agent with respect
to the exchange of the certificates evidencing Nayarit Common Shares for
the Amalgamation Consideration;
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(ix)
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The
receipt by Nayarit of a satisfactory title opinion from mining counsel to
the Company; and
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(x)
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The
receipt of a lockup agreement from John
Brownlie.
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Termination
The Business Combination Agreement may
be terminated at any time prior to the earlier of the Effective Time,
notwithstanding the approval by the stockholders of the Company and Nayarit, as follows:
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(i)
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by mutual written consent of
the
Company and
Nayarit, as duly authorized by their
respective board of directors;
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(ii)
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by either the Company and Nayarit if (A) the closing
conditions in the Business Combination Agreement have not been satisfied
by the other party by 120 days after the date of the Business Combination
Agreement (the “Completion Deadline”); or (B) any governmental
authority shall have enacted, issued, promulgated, enforced or entered any
order or law that has the effect of enjoining or otherwise preventing or
prohibiting the Amalgamation (unless the foregoing was the result of the
prospective terminating party’s breach of the Business Combination
Agreement, in which case the prospective terminating party may not
terminate pursuant to this provision);
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(iii)
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by the Company if (A) there has been a
material breach of any representation, warranty, covenant or agreement on
the part of Nayarit, or any representation or
warranty of Nayarit shall have become untrue or
inaccurate, which breach or untrue representation or warranty is incapable
of being cured prior to the closing or is not cured within 20 days of
notice of such breach or inaccuracy, or (B) any of the conditions to
closing are unsatisfied by Nayarit by the Completion Deadline,
provided, however that the Company may not terminate pursuant to
this provision if it has materially breached the Business Combination
Agreement and such breach caused the closing conditions not to be
satisfied; or
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(iv)
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by Nayarit if (A) there has been a
material breach of any representation, warranty, covenant or agreement on
the part of the
Company, or any
representation or warranty of the Company shall have become untrue or
inaccurate, which breach or untrue representation or warranty is incapable
of being cured prior to the closing or is not cured within 20 days of
notice of such breach or inaccuracy, or (B) any of the conditions to
closing are unsatisfied by the Company by the Completion Deadline,
provided, however Nayarit may not terminate pursuant to
this provision if it has materially breached the Business Combination
Agreement and such breach caused the closing conditions not to be
satisfied.
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Effect of
Termination
If the Business Combination Agreement is
terminated, neither party will have any liability to the other party
except for liability for the Break Fee (as defined below) or fraud or a breach
of representation, warranty or covenant prior to termination as specifically set
forth in the Business Combination Agreement, and all rights and obligations of
the parties pursuant to the Business Combination Agreement shall cease, except
as specifically set forth in the Business Combination
Agreement.
Break Fee
In the event that (x) the Company or Nayarit, through no fault of the other party,
fails to consummate the Amalgamation as a result of the decision by such
respective party’s board of directors to change its recommendation to its
stockholders to approve the Amalgamation (unless such decision is based on such
party’s due diligence review of the other party by February 15, 2010), (w)
Nayarit accepts an Acquisition Proposal, (x)
the Company’s or Nayarit’s, through no fault of the other party,
action or inaction resulted in the termination of the Business Combination
Agreement by the other party pursuant to termination provisions of the Business
Combination Agreement, (y) the required the Company stockholder vote is not obtained
following the public announcement of an Acquisition Proposal, or (z) the
required Nayarit stockholder vote is not obtained
following the public announcement of an Acquisition Proposal, the defaulting
party shall be obligated to pay the other party a termination fee (the “Break
Fee”) equal to
$1,000,000.00 U.S. dollars
provided, however, if Nayarit is the defaulting Party, the Break Fee may be
payable in cash or shares of Narayit common stock in Parent’s sole discretion,
subject to regulatory approval.
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Item 9.01.
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Financial Statements and
Exhibits
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(d)
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Exhibits
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2.1*
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Business
Combination Agreement, dated as of February 10, 2010 by and among Capital
Gold Corporation, Nayarit Gold Inc., John Brownlie, Colin
Sutherland and Bradley Langille.
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99.1
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Press
release dated February 11, 2010
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99.2
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Investor
Presentation
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*
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All schedules for which provision
is made in the applicable regulations of the SEC are not required under
the related instructions or are not applicable, and therefore, have been
ommitted.
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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.
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CAPITAL GOLD
CORPORATION
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|||
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By:
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/s/
Christopher Chipman
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||
| Name: Christopher Chipman | |||
| Title: Chief Financial Officer | |||
Dated: February 11,
2010