UNITED STATES
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 (Date of earliest event reported)
March 6, 2006 (March 9, 2006)
CAPITAL GOLD CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-13078 13-3180530
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(state or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) (Identification No.)
76 Beaver Street, New York, NY 10005
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 344-2785
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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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On March 6, 2006, we entered into a gold price protection agreement with
Standard Bank plc to protect us against future fluctuations in the price of
gold. We agreed to a series of gold forward sales and call option purchases in
anticipation of entering into a credit agreement with Standard Bank, which will
be used to fund part of the cost of development of our El Chanate project. We
are continuing negotiations with Standard Bank on the terms of the credit
agreement. Under the price protection agreement, we have agreed to sell a total
volume of 60,963.50 ounces of gold forward to Standard Bank at a price of $500
per ounce on a quarterly basis during the period from March 2007 to September
2010. We will also purchase call options from Standard Bank on a quarterly basis
during this same period covering a total volume of 60,963.50 ounces of gold at a
price of $535 per ounce. We are providing cash collateral of approximately $2.1
million to secure our obligations under this agreement. The cash collateral will
be returned to us when the loan agreement is executed and all conditions
precedent to funding have been satisfied.
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On March 9, 2006, our board of directors: (i) increased the number of directors
on the board from five to eight; (ii) established an Audit Committee; (iii)
appointed the following directors to fill the vacancies occurring as a result of
the foregoing increase in the board of directors to serve in such capacities
until their successors are elected and qualified: John Postle (Canadian
resident), Ian Shaw(Canadian resident) and Mark Nesbitt; and (iv) adopted an
Audit Committee Charter.
Our board took the foregoing actions to strengthen corporate governance and to
comply with certain of the conditions required for our stock to be listed on the
Toronto Stock Exchange ("TSX"). To obtain a listing on the TSX for our common
stock we are required, among other things to have a minimum of three independent
directors, two of whom are Canadian residents; and an audit committee comprised
of at least three independent directors and governed by an audit committee
charter. A copy of the audit committee charter is filed herewith as an exhibit.
The following is a summary of information about the new directors:
Ian A. Shaw, age 66. Mr. Shaw became a member of our Board of Directors and the
Board's Audit Committee in February 2006. He has been Managing Director of Shaw
& Associates since 1993. Shaw & Associates is a corporate services consulting
firm specializing in corporate finance, regulatory reporting and compliance with
clients that are typically public companies in the resource industry. From 2000
to 2003, he was Vice President of Finance and Chief Financial Officer of
Defiance Mining Corporation (formerly Geomaque Explorations Inc.), a company
operating gold mines in Mexico and Honduras. Mr. Shaw has over 30 years of
experience in the mining industry during which time he was an officer of the
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following companies: Blackhawk Mining Inc., Curragh Inc. and Sherritt Gordon
Mines Inc. He currently is a director or officer of the following public
companies: Metallica Resources Inc., Pelangio Mines Inc., Weda Bay Minerals Inc.
and Hornby Bay Exploration Limited. Mr. Shaw is a Chartered Accountant and
received a B. Comm. from Trinity College at the University of Toronto in 1964.
John Postle, age 64 Mr. Postle became a member of our Board of Directors and
the Board's Audit Committee in February 2006. He is Consulting Mining Engineer
associated with Roscoe Postle Associates Inc., an entity in which he was a
founding partner in 1985 and a former principal. Mr. Postle provides mining
consulting services to a number of international financial institutions,
corporations, utilities and law firms. He worked for Cominco Ltd (1965-1970),
Falconbridge Ltd (1970-1975) and D.S. Robertson and Associates (1976-1985) at a
number of open pit and underground operations in both operating and planning
capacities. Mr. Postle is a Past Chairman of the Mineral Economics Committee of
the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM"), and was
appointed a Distinguished Lecturer of the CIM in 1991. In 1997, he was awarded
the CIM Robert Elver Mineral Economics Award. He is currently Chairman of a CIM
Standing Committee on Ore Reserve Definitions. Mr. Postle has a B.A.Sc. Degree
in Mining Engineering from the University of British Columbia in 1965 and a
M.Sc. Degree in Earth Sciences from Stanford University in 1968.
Mark T. Nesbitt, age 60. Mr. Nesbitt became a member of our Board of Directors
and the Board's Audit Committee in February 2006. Since 1988, he has been a
natural resources attorney in Denver, Colorado specializing in domestic and
international mining transactions, agreements, negotiations, title due
diligence, corporate and general business counsel. Mr. Nesbitt has been an
Adjunct Professor at the University of Denver School of Law's since 2001, is an
active member of the Rocky Mountain Mineral Law Foundation, having served as a
Trustee from 1987 to 1993, and from 2003 to the present, co-chairman of the
Foundation's Mining Law and Investment in Latin America, and Chairman of the
same institute in 2003, and Chairman of the Foundation's first Land and
Permitting Special Institute in 1994. He also has served continuously over the
years on the Foundation's Special Institutes Committee, Long Range Planning
Committee, and numerous other committees. Mr. Nesbitt is a member of the
International, American, Colorado and Denver Bar Associations, Rocky Mountain
Mineral Law Foundation, International Mining Professionals Society (Treasurer
since 2000), and the Colorado Mining Association. He is also a former Director
of the Colorado Mining Association and past President of the Rocky Mountain
Association of Mineral Landmen. He received a B.S. degree in Geology from
Washington State University in 1968 and a J.D. from Gonzaga University School of
Law in 1975.
Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and
Exhibits.
(c) Exhibits
The following Exhibit is filed as part of this report:
Exhibit No. Description
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99.1 Audit Committee Charter
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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.
CAPITAL GOLD CORPORATION
March 9, 2005 By: s/Jeffrey W. Pritchard
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Jeffrey W. Pritchard, Vice President
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