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: January 25, 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
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(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
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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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
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On
January 25, 2010, Capital Gold Corporation (the “Company”) entered into a
Collateral Agreement (the “Collateral Agreement”) with Metal Recovery Solutions,
LLC (“MRS”), a privately-held Nevada company, in which it is proposed that the
Company will acquire twenty-five percent of all of the issued and outstanding
equity of MRS for aggregate investment of $2,000,000.
The
Collateral Agreement requires the Company to promptly pay $500,000 to MRS, with
the Company’s intention to invest the remaining $1,500,000 being set forth in a
letter of intent (the “LOI”) entered into on January 25, 2010, the material
terms of which are non-binding. The Company’s obligation to invest the remaining
$1,500,000 will only arise if the Company and MRS sign a definitive Investment
Agreement (the “Investment Agreement”) pursuant to which it is contemplated that
such remaining funds will be invested in stages, according to milestones
that MRS is expected to reach in the deployment of a gold recovery technology
pilot program at the Company’s El Chanate mine.
The
consummation of the Investment Agreement is contingent upon MRS meeting certain
requirements, including requirements with respect to its budget, business plan,
securing the employment of its founders and securing rights to certain
technology. The Investment Agreement is also subject to final approval by the
Board of Directors of the Company and the managers of MRS. The Company expects
to consummate the Investment Agreement before March 1, 2010.
In the
event that the Investment Agreement is not consummated, the Collateral Agreement
provides that the $500,000 payment to MRS will be repaid with interest. Such
repayment is secured by cash flows from MRS’s Consulting / Services Agreement
with a third-party gold mining company, the expected value of which is
$1,275,000 to MRS. The foregoing description of the Collateral
Agreement is qualified in its entirety by reference to the Exhibit 1.1
hereto.
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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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1.1
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Collateral
Agreement dated January as of 25,
2010.
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Forward
Looking Statements
This Form
8-K and other reports we file from time to time with the Securities and Exchange
Commission (collectively the “Filings”) contain or may contain forward looking
statements and information that are based upon beliefs of, and information
currently available to, our management as well as estimates and assumptions made
by our management. When used in the Filings, the words “anticipate”, “believe”,
“estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms
and similar expressions as they relate to us or our management identify forward
looking statements. Such statements reflect our current view with respect to
future events and are subject to risks, uncertainties, assumptions and other
factors (including the risks contained in the Filings) relating to our
investment in and partnership with Metal Recovery Solutions, LLC. Should one or
more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Although
we believe that the expectations reflected in the forward looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements and except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results. The
following discussion should be read in conjunction with the exhibits attached to
this Current Report on Form 8-K.
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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By:
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/s/
Gifford
Dieterle |
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Name:
Gifford Dietele |
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Title:
Chief Executive Officer and Treasurer |
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Dated:
January 29, 2010