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)
April 9, 2004 (April 6, 2004)
CAPITAL GOLD CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 0-13078 13-3180530
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
76 Beaver Street, New York, NY 10005
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 344-2785
Item 5. Other Events and Regulation FD Disclosure.
On April 6 and 8, 2004, effective March 31, 2004, Minera Santa Rita S. de R.L.
de C.V. ("MSR"), one of our wholly-owned Mexican affiliates, and Grupo Minero FG
S.A. de C.V. ("FG") executed an agreement (the "Termination Agreement")
terminating their joint venture agreement (the "JV Agreement") with regard to
the El Chanate project in Mexico.
Pursuant to the Termination Agreement, the parties have terminated amicably the
JV Agreement and have released each other from all obligations under the JV
Agreement. In consideration of FG's contributions to the venture of $457,455, we
have agreed to issue to FG 2,000,000 restricted shares of our common stock and
MSR has agreed to issue to FG a participation certificate entitling FG to
receive five percent of the MSR's annual dividends, when declares. The
participation certificate will also give FG the right to participate, but not to
vote, in the meetings of MSR's Board of Managers, Technical Committee and
Partners. MSR also received a right of first refusal to carry out the works and
render construction services required to effectuate the El Chanate project. This
right of first refusal is not applicable where a funding source for the project
determines that others should render such works or services.
FG has agreed to assign or otherwise transfer to MSR all permits, licenses,
consents and authorizations (collectively, "authorizations") for which FG had
obtained in its name in connection with the development of the El Chanate
project to the extent that the authorizations are assignable. If the
authorizations are not assignable or otherwise transferable, FG has given its
consent for the authorizations to be cancelled so that they can be re-issued or
re-granted in MSR's name.
The foregoing discussion is qualified in its entirety by reference to the full
text of the Termination Agreement which is filed as Exhibit 10.1 to this Report
and incorporated herein by reference.
Item 7. Financial Statement and Exhibits.
(c) Exhibits.
10.1 English version of Termination Agreement to joint venture agreement between
Minera Santa Rita S. de R.L. de C.V. and Grupo Minero FG S.A. de C.V.
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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 thereto duly authorized.
CAPITAL GOLD CORPORATION
By: /s/ Gifford A. Dieterle
----------------------------
Gifford A Dieterle
President/Treasurer
Date: April 9, 2004
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