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| 8-K - CAPITAL GOLD CORP | v209734_8k.htm |
PRESS RELEASE
FOR
IMMEDIATE RELEASE
CAPITAL
GOLD CORPORATION
ANNOUNCES
DISCONTINUATION OF NEGOTIATIONS WITH TIMMINS GOLD
NEW YORK,
February 1, 2011 – Capital Gold Corporation (TSX: CGC; NYSE AMEX: CGC)
announced today that its Board of Directors (the “Board”) has advised Timmins
Gold Corp. (“Timmins”), of its determination to terminate its consideration of
the proposal submitted by Timmins as it has determined that the Timmins proposal
does not constitute a superior proposal as that term is defined in the agreement
and plan of merger with Gammon Gold (“Gammon”). This determination is
based upon Capital Gold’s review of Timmins’ due diligence
materials. Additional disclosure with respect to the
Board’s deliberations will be set forth in a further amendment to the Company’s
Preliminary Proxy contained within Gammon’s Registration Statement on Form
F-4.
About Capital Gold
Capital Gold Corporation (CGC) is a
gold production and exploration company. Through its Mexican subsidiaries and
affiliates, it owns 100% of the "El Chanate" gold mine located near the town of
Caborca in Sonora, Mexico. On August 2, 2010, Capital Gold acquired
Nayarit Gold Inc. Capital Gold is focused on optimizing the El Chanate
operations and advancing the Del Norte deposit in the Orion District in the
state of Nayarit, Mexico. Capital Gold also owns and leases mineral
concessions near the town of Saric, also located in Sonora, that are undergoing
exploration for gold and silver mineralization. Additional information
about Capital Gold and the El Chanate Gold Mine is available on the Company's
website, www.capitalgoldcorp.com.
###
Important Additional Information
Regarding the Acquisition will be filed with the SEC.
This press release is not, and is not
intended to be, a solicitation of proxies or an offer of securities. The parties
have filed a joint proxy statement/prospectus with the Securities and Exchange
Commission (the “SEC”) and Gammon Gold has filed a management information
circular with Canadian Securities regulatory authorities. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THESE SEC AND CANADIAN SECURITIES REGULATORY FILINGS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO
THE MERGER. Investors and security holders may obtain a free copy of these SEC
and Canadian securities regulatory filings and other documents filed by Capital
Gold or Gammon Gold at the SEC Web site http://www.sec.gov or www.SEDAR.com, as applicable. These SEC and Canadian
securities regulatory filings and other documents also may be obtained for free,
as applicable, from Capital Gold by directing such request to Capital Gold
Corporation, Investor Relations, 76 Beaver Street, 14th floor, New York, New York 10005 or at
Capital Gold’s Web site at www.capitalgoldcorp.com or from Gammon Gold by directing such
request to Gammon Gold, Inc., Investor Relations, 1701 Hollis Street, Suite 400,
Founders Square, PO Box 2067, Halifax, Nova Scotia, B3J 2Z1, Canada or at Gammon
Gold's Web site at www.gammongold.com.
Statements
in this press release and the statements of representatives and partners of
Capital Gold Corporation (the "Company") related thereto, other than statements
of historical information, are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements may
include, without limitation, statements with respect to the Company's plans,
objectives, projections, expectations and intentions and other statements
identified by words such as "projects," "may," "could," "would," "should,"
"believes," "expects," "anticipates," "estimates," "intends," "plans," or
similar expressions. Investors are cautioned that forward-looking
statements are inherently uncertain and subject to material risks. Actual
performance and results may differ materially from those projected or suggested
due to certain risks and uncertainties, some of which are described below.
Such forward-looking statements include comments regarding the future
growth of the Company. Factors that could cause actual results to differ
materially include timing of and unexpected events during construction,
expansion and start-up; variations in ore grade, strip ratio, tonnes mined,
crushed or milled; delay or failure to receive board, regulatory or government
approvals; the availability of adequate water supplies; mining or processing
issues, and fluctuations in gold price and costs. Many of these factors
are beyond the Company's control. There can be no assurance that future
developments affecting the Company will be those anticipated by
management.
Any
forecasts contained in this press release constitute management's current
estimates, as of the date of this press release, with respect to the matters
covered thereby. We expect that these estimates will change as new information
is received and that actual results will vary from these estimates, possibly by
material amounts. While we may elect to update these estimates at any time, we
do not undertake to update any estimate at any particular time or in response to
any particular event. Investors and others should not assume that any forecasts
in this press release represent management's estimate as of any date other than
the date of this press release.
Additional
information concerning certain risks and uncertainties that could cause actual
results to differ materially from that projected or suggested is contained in
the Company's filings with the Securities and Exchange Commission (SEC), copies
of which are available from the SEC or may be obtained upon request from the
Company. The Company undertakes no obligation to publicly update any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by applicable law.
Contact:
Kelly
Cody, Investor Relations Manager
Capital
Gold Corporation
Tel:
(212) 344-2785
Fax:
(212) 344-4537
Email:
kelly@capitalgoldcorp.com