Delaware
|
|
1040
|
|
13-3180530
|
(State
or jurisdiction of
incorporation
or organization)
|
|
(Primary
Standard Industrial
Classification
Code Number)
|
|
(I.R.S.
Employer
Identification
Number)
|
Common
stock to be offered
|
||
by
the selling stockholders
|
58,004,696
Shares
|
Common
stock outstanding
|
||
prior
to this offering
|
174,243,646
Shares
|
|
Use
of Proceeds
|
We
will not receive any of the proceeds from the sale of the shares
of common
stock because they are being offered by the selling stockholders
and we
are not offering any shares for sale under this prospectus, but
we may
receive proceeds from the exercise of warrants and options held
by the
selling stockholders. We will apply such proceeds, if any, toward
future
exploration and/or acquisitions and for working capital. See "Use of
Proceeds."
|
|
Over-The-Counter
Bulletin
|
||
Board
symbol
|
CGLD
|
|
Toronto
Stock Exchange symbol
|
CGC
|
· |
Up
to 44,304,696 shares of common stock owned by certain of the selling
stockholders; and
|
· |
Up
to13,700,000 shares of common stock issuable upon the exercise of
outstanding warrants and options.
|
· |
the
level of interest rates,
|
· |
the
rate of inflation,
|
· |
central
bank sales,
|
· |
world
supply of gold and
|
· |
stability
of exchange rates.
|
· |
labor
disputes,
|
· |
invalidity
of governmental orders,
|
· |
uncertain
or unpredictable political, legal and economic
environments,
|
· |
war
and civil disturbances,
|
· |
changes
in laws or policies,
|
· |
taxation,
|
· |
delays
in obtaining or the inability to obtain necessary governmental
permits,
|
· |
governmental
seizure of land or mining claims,
|
· |
limitations
on ownership,
|
· |
limitations
on the repatriation of earnings,
|
· |
increased
financial costs,
|
· |
import
and export regulations, including restrictions on the export of gold,
and
|
· |
foreign
exchange controls.
|
· |
ownership
of assets,
|
· |
land
tenure,
|
· |
mining
policies,
|
· |
monetary
policies,
|
· |
taxation,
|
· |
rates
of exchange,
|
· |
environmental
regulations,
|
· |
labor
relations,
|
· |
repatriation
of income and/or
|
· |
return
of capital.
|
· |
stricter
standards and enforcement,
|
· |
increased
fines and penalties for non-compliance,
|
· |
more
stringent environmental assessments of proposed projects and
|
· |
a
heightened degree of responsibility for companies and their officers,
directors and employees.
|
· |
environmental
hazards,
|
· |
industrial
accidents,
|
· |
metallurgical
and other processing,
|
· |
acts
of God, and/or
|
· |
mechanical
equipment and facility performance problems.
|
· |
damage
to, or destruction of, mineral properties or production
facilities,
|
· |
personal
injury or death,
|
· |
environmental
damage,
|
· |
delays
in mining,
|
· |
monetary
losses and /or
|
· |
possible
legal liability.
|
· |
the
location of economic ore bodies,
|
· |
development
of appropriate metallurgical processes,
|
· |
receipt
of necessary governmental approvals and
|
· |
construction
of mining and processing facilities at any site chosen for mining.
|
· |
the
price of gold,
|
· |
the
particular attributes of the deposit, such as its
|
·
|
size,
|
·
|
grade
and
|
·
|
proximity
to infrastructure,
|
· |
financing
costs,
|
· |
taxation,
|
· |
royalties,
|
· |
land
tenure,
|
· |
land
use,
|
· |
water
use,
|
· |
power
use,
|
· |
importing
and exporting gold and
|
· |
environmental
protection.
|
Selling
Stockholder
|
Common
Stock Owned Prior
To
Offering
|
|
No.
of Shares
Being
Offered
|
|
Common
Stock Owned After
The
Offering
|
|||||
SPGP(1)
|
11,295,000
|
(1)
|
11,295,000
|
(1)
|
—
|
|||||
NCL
Smith & Williamson Ltd(2)
|
180,000
|
(2)
|
180,000
|
(2)
|
—
|
|||||
Regent
Pacific Group Ltd(3)
|
720,000
|
(3)
|
720,000
|
(3)
|
—
|
|||||
Tameem
Auchi(4)
|
176,000
|
(4)
|
176,000
|
(4)
|
—
|
|||||
Compagnie
Internationale de
Participations Bancaires et
Financieres(5)
|
1,760,000
|
(5)
|
1,760,000
|
(5)
|
—
|
|||||
Sook
Hee Chang(6)
|
48,000
|
(6)
|
48,000
|
(6)
|
—
|
|||||
AGF
Precious Metals Fund(7)
|
3,520,000
|
(7)
|
3,520,000
|
(7)
|
—
|
|||||
Minh-Thu
Dao-Huy(8)
|
375,000
|
(8)
|
375,000
|
(8)
|
—
|
|||||
Michael
White(9)
|
29,568
|
(9)
|
29,568
|
(9)
|
—
|
|||||
Charles
L. Stafford(10)
|
324,700
|
(10)
|
271,000
|
(10)
|
53,700
|
|||||
Standard
Bank Plc.(11)*
|
15,750,000
|
(11)
|
15,750,000
|
(11)
|
—
|
|||||
Josephine
Scott(12)
|
842,817
|
(12)
|
502,727
|
340,090
|
||||||
Peter
I. Wold(13)
|
550,000
|
250,000
|
300,000
|
|||||||
John
P. Wold(13)
|
450,000
|
250,000
|
200,000
|
|||||||
John
S. Wold(13)
|
1,000,001
|
250,001
|
750,000
|
|||||||
Andrew
Fraser (14)
|
336,900
|
(14)
|
336,900
|
(14)
|
—
|
|||||
RBC/David
Paterson Trust(15)
|
397,000
|
(15)
|
397,000
|
(15)
|
—
|
Selling
Stockholder
|
Common
Stock Owned Prior
To
Offering
|
No.
of Shares
Being
Offered
|
Common
Stock Owned After
The
Offering
|
|||||||
Van
Eck International Investors Gold
Fund(16)*
|
8,300,000
|
(16)
|
8,300,000
|
(16)
|
—
|
|||||
Van
Eck Long/Short Gold Portfolio
Ltd.(17)*
|
1,700,000
|
(17)
|
1,700,000
|
(17)
|
—
|
|||||
Global
Gold and Precious(18)
|
1,000,000
|
(18)
|
1,000,000
|
(18)
|
—
|
|||||
Eric
T. Inkilainen
|
50,000
|
50,000
|
—
|
|||||||
Russ
Fromm*
|
750,000
|
750,000
|
—
|
|||||||
Shane
Baghai
|
100,000
|
100,000
|
—
|
|||||||
Philip
Emanuele(19)
|
8,500
|
(19)
|
8,500
|
(19)
|
—
|
|||||
Robert
Krahn
|
250,000
|
250,000
|
—
|
|||||||
Firestone
Fund Limited(20)
|
1,960,000
|
(20)
|
1,960,000
|
(20)
|
—
|
|||||
Guy
Huet(21)
|
50,000
|
(21)
|
50,000
|
(21)
|
—
|
|||||
Alison
Dyer(22)
|
7,500
|
(22)
|
7,500
|
(22)
|
—
|
|||||
Beat
Invest Ltd.(22)
|
100,000
|
(22)
|
100,000
|
(22)
|
—
|
|||||
Donald
G. Lang(23)
|
225,000
|
(23)
|
225,000
|
(23)
|
—
|
|||||
Stuart
W. Lang(23)
|
75,000
|
(23)
|
75,000
|
(23)
|
—
|
|||||
Ebner
Beteiligungsgesellschaft (24)
|
425,000
|
(24)
|
425,000
|
(24)
|
—
|
|||||
Ebner
Industrieofenbau(24)
|
312,500
|
(24)
|
312,500
|
(24)
|
—
|
|||||
Sentinel
Associates Ltd. (22)
|
75,000
|
(22)
|
75,000
|
(22)
|
—
|
|||||
Shirley
Hom (22)
|
7,500
|
(22)
|
7,500
|
(22)
|
—
|
|||||
Alfred
G. Wirth (25)
|
500,000
|
(25)
|
500,000
|
(25)
|
—
|
|||||
Gonzalo
Ojeda
|
20,000
|
20,000
|
—
|
|||||||
John
Andrew McKee
|
20,000
|
20,000
|
—
|
|||||||
The
Gresham Family Trust (26)
|
300,000
|
(26)
|
300,000
|
(26)
|
—
|
Selling
Stockholder
|
Common
Stock Owned Prior
To
Offering
|
No.
of Shares
Being
Offered
|
Common
Stock Owned After
The
Offering
|
|||||||
Eddye
Ann Kelley
|
200,000
|
200,000
|
—
|
|||||||
Robert
Louis Rosenthal
|
100,000
|
100,000
|
—
|
|||||||
Gregory
James McCoach
|
400,000
|
400,000
|
—
|
|||||||
Robert
H. Norris and Shirley B. NorrisReal
Estate Trust(27)
|
1,250,000
|
(27)
|
1,250,000
|
(27)
|
—
|
|||||
Hans
Von Michaelis(28)
|
600,000
|
(28)
|
500,000
|
(28)
|
100,000
|
|||||
William
M. Knapp
|
500,000
|
500,000
|
—
|
|||||||
C.
Michael Nielsen
|
460,000
|
460,000
|
—
|
|||||||
Daniela
Porter
|
60,000
|
60,000
|
—
|
|||||||
Richard
Feiner
|
200,000
|
(29)
|
100,000
|
(29)
|
—
|
|||||
Caisse de Depot et Placement du Quebec(30) |
5,110,800
|
(30) |
2,400,000
|
(30) |
2,710,800
|
*
|
This
selling stockholder has identified itself as an affiliate of a registered
broker-dealer.
|
(1)
|
The
selling stockholder has identified Xavier
Roulet,
as a natural person with voting and investment control over shares
of our
common stock beneficially owned by the selling stockholder.
|
(2)
|
The
shares are held of record by NCL Investments Limited. The selling
stockholder has identified Mrs. F. A. Irving as a natural person
with
voting and investment control over shares of our common stock beneficially
owned by the selling stockholder.
|
(3)
|
The
shares are held of record by Willbro Nominees Limited. The selling
stockholder has identified Jamie Gibson as a natural person with
voting
and investment control over shares of our common stock beneficially
owned
by the selling stockholder.
|
(4) |
The
shares are held of record by Fitel Nominees Limited.
|
(5) |
The
shares are held of record by Fitel Nominees Limited. The selling
stockholder has identified Mr. Nadhmi Auchi as a natural person with
voting and investment control over shares of our common stock beneficially
owned by the selling stockholder.
|
(6) |
The
selling stockholder has indicated that her husband, Paul Ensor, also
exercises voting and investment control over shares of our common
stock
beneficially owned by the selling
stockholder.
|
(7) |
The
shares are held of record by Roytor & Co. The selling stockholder has
identified Charles Oliver and Bob Farquharson as natural persons
with
voting and investment control over shares of our common stock beneficially
owned by the selling stockholder. Messrs. Oliver and Farquharson
disclaim
beneficial ownership of the shares
offered.
|
(8)
|
The
shares are held of record by GundyCo. The
selling stockholder is an officer of IBK Capital Corp., the placement
agent in the 2005 and one of the 2006 private
placements.
|
(9)
|
The
selling stockholder is an officer of IBK Capital Corp., the placement
agent in the 2005 and one of the 2006 private placements.
|
(10)
|
Shares
offered and owned include shares issued in trust for the benefit
of his
children.
|
(11)
|
Shares
offered includes 13,600,000 shares issuable upon exercise of warrants.
The
selling stockholder has identified its directors and senior management
as
natural persons with voting and investment control over shares of
our
common stock beneficially owned by the selling
stockholder.
|
(12)
|
Shares
owned includes 250,000 shares issuable upon exercise of options.
The
selling stockholder is one of our
employees.
|
(13)
|
John
P. Wold and Peter I. Wold are brothers. John S. Wold is the father
of John
P. and Peter I. Wold. Each disclaims beneficial ownership of the
shares
owned by the others.
|
(14)
|
The
shares are held of record by Willbro Nominees Limited.
|
(15)
|
The
shares are held of record by Willbro Nominees Limited. The selling
stockholder has identified David Paterson as a natural person with
voting
and investment control over shares of our common stock beneficially
owned
by the selling stockholder.
|
(16)
|
The
selling stockholder has identified Joseph Foster, the portfolio manager
for Van Eck Associates Corporation (the selling stockholder’s investment
adviser), as a natural person with voting and investment control
over
shares of our common stock beneficially owned by the selling stockholder.
Van Eck International Investors Gold Fund and Van Eck Long/Short
Gold
Portfolio Ltd. are both clients of related investment
advisors.
|
(17)
|
The
selling stockholder has identified Joseph Foster, the portfolio manager
for Van Eck Absolute Return Advisers Corp. (the selling stockholder’s
investment adviser), as a natural person with voting and investment
control over shares of our common stock beneficially owned by the
selling
stockholder. Van Eck International Investors Gold Fund and Van Eck
Long/Short Gold Portfolio Ltd. are both clients of related investment
advisors.
|
(18)
|
The
selling stockholder has identified Jean Bernard Guyon, as a natural
person
with voting and investment control over shares of our common stock
beneficially owned by the selling
stockholder.
|
(19)
|
Shares
offered and owned are owned by the selling stockholder for the benefit
of
one of his minor children.
|
(20)
|
The
selling stockholder has identified HL Huet and Guy Huet, directors,
as
natural persons with voting and investment control over shares of
our
common stock beneficially owned by the selling stockholder. HL Huet
and
Guy Huet disclaim beneficial ownership of the shares offered.
|
(21)
|
The
shares are held of record by Bank Julius Baer & Co. Ltd. The selling
stockholder is a director of Firestone Fund Limited. The selling
stockholder disclaims beneficial ownership of the shares owned by
Firestone.
|
(22)
|
The
selling stockholder has identified Alfred G. Wirth and Thomas A.
Starkey
of Wirth Associates Inc. as persons with voting and investment control
over shares of our common stock beneficially owned by the selling
stockholder.
|
(23)
|
The
selling stockholder has identified Alfred G. Wirth and Thomas A.
Starkey
of Wirth Associates Inc. as persons with voting and investment control
over shares of our common stock beneficially owned by the selling
stockholder. Donald and Stuart Lang are
brothers.
|
(24)
|
Ebner
Beteiligungsgesellschaft owns 100% of Ebner Industrieofenbau. Accordingly,
all shares owned by Ebner Industrieofenbau are deemed to be beneficially
owned by Ebner Beteiligungsgesellschaft and included in the shares
listed
as owned and offered by Ebner Beteiligungsgesellschaft (the shares
owned
by Ebner Industrieofenbau are also listed in the table separately
as owned
by Ebner Industrieofenbau). The selling stockholder has identified
Alfred
G. Wirth and Thomas A. Starkey of Wirth Associates Inc. as persons
with
voting and investment control over shares of our common stock beneficially
owned by the selling stockholder.
|
(25)
|
The
selling stockholder has identified himself and Thomas A. Starkey
of Wirth
Associates Inc. as persons with voting and investment control over
shares
of our common stock beneficially owned by the selling
stockholder.
|
(26)
|
The
selling stockholder has identified James A. Gresham and Margaret
F.
Gresham, Trustees of the trust, as natural persons with voting and
investment control over shares of our common stock beneficially owned
by
the selling stockholder.
|
(27)
|
The
selling stockholder has identified Robert H. Norris, Trustee of the
trust,
as the natural person with voting and investment control over shares
of
our common stock beneficially owned by the selling
stockholder.
|
(28)
|
Shares
owned includes 100,000 shares owned jointly with the Stockholder’s spouse.
The Stockholder has indicated that his spouse shares voting and investment
control over shares of our common stock beneficially owned by
him.
|
(29)
|
Shares
offered and owned include 200,000 shares issuable upon exercise of
options, 100,000 shares of which are registered for resale herein
and the
balance of which are registered for resale in another registration
statement.
|
(30)
|
The
shares are held of record by Fiducie Desjardins. We have been advised
that
Stephen Kibsey has dispositive power and Ginette Depelteau, as
representative of Caisse de Depot et Placement du Quebec, has voting
power
over the shares held by Caisse de Depot et Placement du
Quebec.
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares
as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for
its
account;
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
·
|
privately
negotiated transactions;
|
·
|
short
sales
that are not violations of the laws and regulations of any state
or the
United States;
|
·
|
broker-dealers
may agree with the selling stockholders to sell a specified number
of such
shares at a stipulated price per
share;
|
·
|
a
combination of any such methods of sale;
and
|
·
|
any
other method permitted pursuant to applicable
law.
|
·
|
it
purchased the shares in the ordinary course of business; and
|
·
|
at
the time of the purchase of the shares to be resold, it had no agreements
or understandings, directly or indirectly, with any person to distribute
the shares.
|
(a)
|
Our
annual report on Form 10-KSB for our fiscal year ended July 31,
2007.
|
(b)
|
Our
current reports on Form 8-K filed with the Commission on September
5,
2007, September 14, 2007, September 20, 2007 and November 15,
2007.
|
(c)
|
Our
proxy statement on schedule 14A for our 2007 annual
meeting.
|
(d)
|
A
description of our common stock contained in our registration statement
on
Form SB-2, SEC File No. 333-138858, and any amendment or report filed
for
the purpose of updating this description filed subsequent to the
date of
this prospectus and prior to the termination of this
offering.
|
Page
|
||||
2
|
||||
Risk
Factors
|
4
|
|||
Forward-looking
Statements
|
11
|
|||
Use
of Proceeds
|
12
|
|||
Selling
Stockholders
|
12
|
|||
How
the Shares May
|
||||
Be
Distributed
|
19
|
|||
Legal
Matters
|
20
|
|||
Experts
|
20
|
|||
Where
you can find
|
||||
More
information
|
21
|
|||
By
Reference
|
21
|
SEC
Filing Fees
|
$
|
470.18
|
||
Printing
and Engraving Expenses*
|
$
|
7,000.00
|
||
Accounting
Fees and Expenses*
|
$
|
10,000.00
|
||
Legal
Fees and Expenses*
|
$
|
12,500,00
|
||
$
|
4529.82
|
|||
Total
Expenses*
|
$
|
34,500.00
|
4.1 |
Specimen certificate representing
our Common
Stock.(1)
|
4.2
|
Form
of Warrant for Common Stock of the Company issued in the February
2005
private placement.(2)
|
4.3
|
Form
of Warrant for Common Stock of the Company issued to Standard
Bank.(3)
|
4.4
|
Form
of Warrant for Common Stock of the Company issued in the February
and
March 2006 private placement.(4)
|
4.5
|
Form
of Warrant for Common Stock of the Company issued in the January
2007
private placement.(5)
|
4.6
|
Form
of Placement Agent Warrant for Common Stock of the Company issued
in the
January 2007 private placement.(5)
|
5.1 |
Opinion
of Richard Feiner, Esq., legal
counsel.*
|
23.1
|
Consent
of Wolinetz, Lafazan & Company, P.C., independent registered public
accountants.
|
23.2 |
Consent
of Richard Feiner, Esq., legal counsel (included in Exhibit
5.1).
|
24.1
|
Powers
of Attorney (included in Signature Pages to the Registration
Statement).*
|
(1) |
Previously
filed as an exhibit to the Company's Registration Statement on Form
SB-2
(SEC file no. 333-123216) filed with the Commission on or about March
9,
2005, and incorporated herein by this
reference.
|
(2) |
Previously
filed as an exhibit to the Company's Current Report on Form 8-K filed
with
the Commission on or about February 10, 2005, and incorporated herein
by
this reference.
|
(3) |
Previously
filed as an exhibit to Amendment No. 1 to the Company's Registration
Statement on Form SB-2 (SEC file no. 333-123216) filed with the Commission
on or about June 27, 2005, and incorporated herein by this
reference.
|
(4) |
Previously
filed as an exhibit to the Company's Current Report on Form 8-K filed
with
the Commission on or about February 16, 2006, and incorporated herein
by
this reference.
|
(5) |
Previously
filed as an exhibit to the Company's Current Report on Form 8-K filed
with
the Commission on or about January 29, 2007, and incorporated herein
by
this reference.
|
CAPITAL
GOLD CORPORATION
(Registrant)
|
|||
By:
/s/
Gifford A. Dieterle
|
|||
Gifford
A.
Dieterle, President
|
Signature
|
Title
|
Date
|
||
/s/ Gifford A. Dieterle |
President,
Treasurer, and Chairman of the Board
|
November
28, 2007
|
||
Gifford
A. Dieterle
|
||||
/s/
Christopher M. Chipman
|
Principal
Financial and Accounting officer
|
November
28, 2007
|
||
Christopher
M. Chipman
|
||||
*
|
Director
|
November
28, 2007
|
||
Robert
N. Roningen
|
||||
*
|
Director
|
November
28, 2007
|
||
Roger
A. Newell
|
||||
|
Director
|
November
__, 2007
|
||
John
Brownlie
|
||||
*
|
Director
|
November
28, 2007
|
||
Jeffrey
W. Pritchard
|
||||
|
Director
|
November
__, 2007
|
||
John
Postle
|
||||
*
|
Director
|
November
28, 2007
|
||
Ian
Shaw
|
||||
|
Director
|
November
__, 2007
|
||
Mark
T. Nesbitt
|
*
By: /s/
Gifford A. Dieterle
|
|||
Gifford
A. Dieterle,
|
|||
Attorney-in-Fact
|
Exhibit No. |
Description
|
|
23.1 |
Consent
of Wolinetz, Lafazan & Company, P.C., independent registered public
accountants.
|