Filed by Timmins Gold Corp.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed under the Securities Exchange Act of 1934
Subject Company: Capital Gold Corp.
Commission File No.: 333-172161
Suite 520 609 Granville Street
Vancouver, BC, V7Y 1G5
Tel.: (604) 682-4002
Fax: (604) 682-4003
|March 11, 2011||TSX-V: TMM|
TIMMINS GOLD RECEIVES CONDITIONAL
APPROVAL FOR TSX LISTING
Timmins Gold Corp. (TSX-V:TMM) is pleased to announce that it has received conditional approval for listing of its common shares on the Toronto Stock Exchange (TSX) under the symbol TMM. Upon filing and acceptance of the final listing application and related documentation the shares will commence trading on the Toronto Stock Exchange and be delisted from the Venture Exchange. The Company anticipates its listing date to be in March 2011.
Timmins Gold President Arturo Bonillas and CEO Bruce Bragagnolo stated: We would like to thank the Toronto Stock Exchange for its consideration and conditional acceptance for listing on Canadas senior stock exchange which will facilitate access to larger pools of growth capital and create greater liquidity. This event marks another significant milestone reflecting the rapid growth of Timmins Gold over the last few years.
Timmins Gold is a gold producing company with operations focused in Mexico and is aggressively pursuing its business plan to grow through the development of its existing assets and the pursuit through merger and acquisition of additional assets including Capital Gold Corporation.
Timmins Gold Corp.
CEO and Director
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This press release relates to a business combination transaction with Capital Gold proposed by Timmins Gold. This material is not a substitute for the prospectus/offer to exchange Timmins Gold has filed with the SEC regarding the exchange offer and will send or give to Capital Gold stockholders when the exchange offer is commenced or for any other document which Timmins Gold may file with the SEC and Canadian securities regulators and send to Timmins Gold or Capital Gold stockholders in connection with the exchange offer. INVESTORS AND SECURITY HOLDERS OF TIMMINS GOLD AND CAPITAL GOLD ARE URGED TO READ THE PROSPECTUS/OFFER TO EXCHANGE AND ANY OTHER DOCUMENTS FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORS CAREFULLY IN THEIR ENTIRETY, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER. Such documents, as well as solicitation statements relating to the Consent Solicitation and the Proxy Solicitation, are available free of charge through the web site maintained by the SEC at www.sec.gov, by calling the SEC at telephone number 800-SEC-0330, or at the web site maintained by the Canadian securities regulators at www.sedar.com, or by directing a request to Timmins Gold at Suite 520609 Granville Street, Vancouver, BC, Canada V7Y-1G5 or at www.timmins.com.
Timmins Gold and its directors and executive officers and other persons may be deemed to be participants in any solicitation of proxies from Capital Golds shareholders in respect of the proposed transaction with Capital Gold. Information regarding Timmins Golds directors and executive officers is available in a prospectus/proxy statement Timmins Gold filed with the SEC regarding the proposed transaction. Other information regarding potential participants in such proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in any proxy statement or other documents filed with the SEC and Canadian securities regulators in connection with the proposed transaction.
Caution Regarding Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements are statements which relate to future events. In some cases, you can identify forward-looking statements by terminology such as may, should, expect, plan, anticipate, believe, estimate, predict, potential, opportunity or continue or the negative of these terms or other comparable terminology. These statements are predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, production, reserves, level of activity, performance or achievements to be materially different from any future results, production, reserves, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Actual results could also differ materially because
of factors such as Timmins Golds ability to promptly and effectively integrate the businesses of Capital Gold and Timmins Gold, the timing to consummate the proposed transaction and any necessary actions to obtain required regulatory approvals, and the diversion of management time on transaction-related issues. While these forward-looking statements, and any assumptions upon which they are based, reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggestions herein. Except as required by applicable law, Timmins Gold does not intend to update any forward-looking statements to conform these statements to actual results.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.