8-K

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): November 20, 2009

FIRSTGOLD CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-20722	16-1400479
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1055 Cornell Avenue Lovelock, NV	89419
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (775) 273-7800

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  

Item 8.01 Other Events

On July 16, 2009 Firstgold entered into a Binding Offer Letter and certain implementing agreements, documenting an agreement in principle with a new investor, the Xi'an, China headquartered NORTHWEST NON-FERROUS INTERNATIONAL INVESTMENT COMPANY LIMITED (“Northwest”), to acquire the senior secured promissory notes (“Secured Notes”) currently held by Platinum Long Term Growth, LLC and Lakewood Group, LLC (the “Lenders”). The Binding Offer Letter calls for Northwest to be issued common stock equal to 51% of Firstgold’s then outstanding shares in exchange for $9,500,000. The terms of the Northwest purchase of Firstgold stock is subject to stockholder approval and customary closing conditions. At the same time as the subscription for shares is made by Northwest, Northwest is to loan an additional $5,500,000 to Firstgold for repayment of creditor debts owed by Firstgold.

The purchase of the Secured Notes was expected to occur on or before August 31, 2009 however this date was previously extended to October 31, 2009 and then to November 17, 2009. However, additional time was required to obtain necessary regulatory approvals including the filing of a joint application by Northwest and Firstgold with the Committee on Foreign Investment in the United States (“CFIUS”) on October 6, 2009 relating to the proposed acquisition of Firstgold shares by Northwest and the acquisition of the Secured Notes. Due to the ongoing CFIUS review, the Lenders entered into Extension Agreements effective as of September 15, 2009 to extend the Closing Date to October 31, 2009 and effective as of October 31, 2009 to extend the Closing Date to November 17, 2009. $220,000 was paid to the Lenders as payment for the extension through the end of October. Pursuant to the October 31, 2009 extension, Firstgold is required to pay an additional $220,000 at closing to the Lenders for agreeing to extend the Closing Date.

On November 6, 2009 the Registrant was informed by CFIUS that additional time was required to complete their review of the Application pursuant to applicable authority. Until CFIUS approval is obtained, Northwest is unable to fund the transactions under the Binding Offer Letter. Consequently, the parties entered into another Extension Agreement dated November 20, 2009 (the “November Extension”). Pursuant to the November Extension the Lenders agreed to extend the time in which Northwest had to acquire the Secured Notes to December 30, 2009. In return Firstgold agreed to reduce the exercise price of Warrants held by the Lenders to acquire 15,000,000 shares of Firstgold common stock from $0.145/share to $0.075/share and extend the term from August 7, 2011 to August 7, 2012. Firstgold is also required to pay an “Exchange Right Termination Fee” of $500,000 to the Lenders by November 27, 2009. If Firstgold fails to make the payment, the Lenders are permitted, at their option, to exchange the Warrant for convertible promissory notes with an aggregate principal amount of $3,000,000 due on December 1, 2010 and convertible into Firstgold shares equal to 9.9% of Firstgold’s then outstanding common stock. The November Extension also requires Firstgold to secure a minimum of $300,000 of working capital to fund Firstgold’s operations until December 30, 2009.

Item 9.01 Financial Statements and Exhibits

Exhibits

10.31a	Northwest Transaction Extension Letter dated November 20, 2009 for Lakewood Group LLC
10.31b	Northwest Transaction Extension Letter dated November 20, 2009 for Platinum Long Term Growth LLC
99.1	Press Release dated November 23, 2009

SIGNATURE

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.

Date: November 24, 2009	FIRSTGOLD CORP.
	By:	/s/ Terry Lynch
		Terry Lynch, Chief Executive Officer

EX-10.31A

Lakewood Group LLC

152 West 57th Street, 4th Floor

New York, NY 10019

November 20, 2009

Firstgold Corp.

1055 Cornell Avenue

Lovelock, NV 89419

Northwest Non-Ferrous International Investment Company Limited

78 Mid Yan Ta Road

Xi’an, China

Ladies and Gentlemen:

          Reference is hereby made to the Letter Agreement (the “Letter Agreement”), dated September 15, 2009, among Firstgold Corp. (“Firstgold”), Northwest Non-Ferrous International Investment Company Limited (“Northwest”) and Lakewood Group LLC (“Lakewood”), as amended by the letter agreement, dated as of October 31, 2009, among Firstgold, Northwest and Lakewood, pursuant to which, among other things, the “Closing Date,” as defined therein, was extended to November 17, 2009. Terms used herein and not defined shall have the meanings set forth in the Letter Agreement, as amended.

          You have informed us that the Notice to CFIUS submitted by Firstgold and Northwest was accepted by CFIUS as of October 7, 2009, with October 8, 2009 being established by CFIUS as the first day of the regulatory review period.  You have further informed us that CFIUS has decided to take further action in accordance with section 721 of the Defense Production Act of 1950, as amended, and its implementing regulations, and has opened an investigation concerning the transactions described in the Notice. In light of such investigation, Northwest and Firstgold have requested that Lakewood extend the Closing Date to December 30, 2009.

          Effective upon the acceptance by Firstgold and Northwest of the terms and conditions herein, as evidenced by their signatures below, Lakewood extends the Closing Date to December 30, 2009; provided, that, such extension of the Closing Date shall be null and void if Firstgold shall not have received, on or prior to November 27, 2009, an investment in equity, unsecured indebtedness or secured indebtedness subordinate in payment and security to the Notes in a manner satisfactory to Lakewood in its full discretion that provides net proceeds to Firstgold of at least $300,000 (the “Minimum Working Capital”), which, if such investment is in the form of indebtedness shall not provide for payment until after payment in full of the Notes. Firstgold covenants and agrees to (i) pay the November Extension Fee of $44,000 to Lakewood on the date of the sale of the Notes to Northwest pursuant to the Letter Agreement and the July Letter Agreement (the “Closing”) and (ii) either pay the Exchange Right Termination Fee (as defined below) to Lakewood as described below or, if Lakewood shall have exchanged the Warrant for the Exchange Note (as defined below), deliver to Lakewood the

Northwest Non-Ferrous International Investment Company Limited

Firstgold Corp.

November 20, 2009

Page: 2

Exchange Note pursuant to the terms hereof. Firstgold and Northwest acknowledge and agree that the continued effectiveness of the extension of the Closing Date set forth above is expressly conditioned on (i) the receipt of the Minimum Working Capital by Firstgold on or prior to November 27, 2009, (ii) the payment to Lakewood by Firstgold, on the date of, and as a condition to, the Closing of the November Extension Fee and (iii) the issuance of the Exchange Note if requested by Lakewood (if the Exchange Right Termination Fee is not paid on or prior to November 27, 2009); provided, that, the failure to satisfy any of such conditions shall not be deemed to terminate any respective obligation of Firstgold or Northwest hereunder or under the Letter Agreement and the July Letter Agreement (including the obligation of Firstgold to issue the Exchange Note if the Exchange Right Termination Fee is not paid by the date set forth herein). Firstgold and Northwest acknowledge and agree that, if the November Extension Fee is not paid on Closing as required hereunder, if the Minimum Working Capital is not received as required herein or if Firstgold breaches any other obligation hereunder (including, without limitation, any obligation to issue the Exchange Note), Lakewood shall be under no obligation to transfer the Notes pursuant to the Letter Agreement and the July Letter Agreement.

Further, upon execution below by the other parties hereto, the warrant (the “Warrant”) issued to Lakewood by Firstgold on or about August 7, 2008 shall be deemed amended such that (i) the Warrant Price (as defined therein) shall be reduced to $.075 per share (subject to subsequent adjustment in the case of splits, combinations, dividends and the like as set forth in Section 4 thereof) and the term thereof extended so that the Warrant expires on August 7, 2012 (the “Warrant Amendment”) and (ii) Section 7 thereof (the “Put Right”) shall be of no further force and effect upon and after the Closing. It is understood and agreed that, but for the provisions hereof, Lakewood’s obligation to eliminate the Put Right upon Closing was terminated, that Lakewood is delivering no consideration to any party for the Warrant Amendment (other than the amendment set forth in this paragraph), and that the holding period for the Common Stock issuable pursuant to the Warrant for purposes of Rule 144 under the Securities Act (“Rule 144”) shall have commenced as of August 7, 2008 notwithstanding the Warrant Amendment, to the extent the Warrant is exercised pursuant to the “cashless” exercise method set forth therein.

          Unless Lakewood shall have received a fee (the “Exchange Right Termination Fee”) from Firstgold equal to $100,000 on or prior to November 27, 2009 (whether or not Closing has occurred by such date), Lakewood shall be entitled, at its option and its sole and absolute discretion, on or before December 30, 2009, to exchange the Warrant, without additional consideration of any nature, for a Convertible Promissory Note (the “Exchange Note”) issued by Firstgold with a principal amount of $600,000 substantially in the form attached hereto as Exhibit A, which shall automatically convert, subject to the terms and conditions set forth therein, into 1.97% of Firstgold’s outstanding Common Stock following Closing and the consummation of the transactions between Firstgold and Northwest (or its designee, assignee or affiliate) (the “Northwest Parties”) described in the Notice. Such percentage shall be calculated giving effect to the issuance to the Northwest Parties of 51% of the outstanding shares of Firstgold to Northwest, such that,

S:\Client Matters\80375\Legal\November Extension\Letter Agreement.Firstgold.NW.Lakewood.Nov.09_V.3.doc

Northwest Non-Ferrous International Investment Company Limited

Firstgold Corp.

November 20, 2009

Page: 3

upon such issuance to the Northwest Parties, and upon conversion of the Exchange Note in full immediately following such issuance to the Northwest Parties, the Northwest Parties shall own 51% of Firstgold’s outstanding common stock and Lakewood shall own 1.97% of Firstgold’s outstanding common stock. However, Firstgold shall have the right at any time on or after November 30, 2010 and prior to the Exchange Note’s maturity date, to require Lakewood to convert the Exchange Note in full into shares of Firstgold Common Stock as provided in Article IIA of the Exchange Note. Upon any such exchange of the Warrant for the Exchange Note, Firstgold (i) covenants and agrees to issue such Exchange Note within one business day, (ii) represents and warrants that any shares of Common Stock issued upon conversion of the Exchange Note shall be deemed to have been issued, for purposes of Rule 144, on August 7, 2008, and shall be freely saleable at any time by Lakewood pursuant to Rule 144 without restriction as to volume, current public information or manner of sale requirements and (iii) covenants to cause its counsel, at Firstgold’s expense, to promptly issue to Firstgold’s transfer agent any necessary legal opinions to effect sales by Lakewood of shares of Common Stock issuable upon conversion of the Exchange Note pursuant to Rule 144 (which covenants and representations shall survive the Closing). Notwithstanding the above, the parties acknowledge that the Exchange Note permits conversions by Lakewood prior to the issuance to the Northwest Parties of Firstgold Common Stock as described above on the terms set forth in the Exchange Note. Upon execution hereof, counsel for Firstgold has delivered to Lakewood an opinion in form and substance satisfactory to Lakewood confirming the availability of Rule 144 for sales by Lakewood immediately upon conversion of the Exchange Note as described above (assuming that Lakewood has not become an affiliate of Firstgold, for purposes of Rule 144, at the time of such sale).

             The parties acknowledge and agree that, to the extent the Exchange Right Termination Fee is not paid as set forth above, and to the extent Lakewood exchanges the Warrant for the Exchange Note, the Exchange Note shall remain outstanding following Closing (unless converted pursuant to its terms), shall not be deemed to be subject to any agreement to transfer the same to Northwest and shall be held by Lakewood. Any transfer documentation agreed-to by the parties shall be modified to acknowledge the obligations of Firstgold under the Exchange Note in a manner reasonably satisfactory to Lakewood. Without limiting the generality of the foregoing, (i) references to retained rights under the Purchase Agreement shall be deemed to apply to the Exchange Note and any shares issued upon conversion thereof and (ii) any releases by Lakewood of Firstgold shall appropriately exclude obligations relating to the Exchange Note (including the obligation to issue the Exchange Note hereunder). Firstgold further covenants and agrees that, upon any exchange of the Warrant for the Exchange Note, any shares of Common Stock reserved for issuance upon exercise of the Warrant shall be reserved for issuance upon conversion of the Exchange Note. If Firstgold issues the Exchange Note pursuant to the terms hereof, it is understood and agreed that it shall have no obligation whatsoever to pay to Lakewood the Exchange Right Termination Fee.

          By executing below, each of Firstgold and Northwest agrees to effect the purchase and sale of the Notes by no later than 7 days following the receipt of the

S:\Client Matters\80375\Legal\November Extension\Letter Agreement.Firstgold.NW.Lakewood.Nov.09_V.3.doc

Northwest Non-Ferrous International Investment Company Limited

Firstgold Corp.

November 20, 2009

Page: 4

Approval, it being understood that no party hereto makes any admission or representation as to whether the Approval is to be considered a condition to Closing in any manner.

          Except as explicitly set forth herein (and in the Letter Agreement, as amended), the letter agreements among the parties remain unamended and in full force and effect in accordance with their respective terms, it being understood and agreed that the parties shall retain their respective rights and remedies under the Letter Agreement, as amended, and the July Letter Agreement.

Very truly yours,

Lakewood Group LLC

By: __________________________

Name:

Title:

Acknowledged and Agreed to

by the undersigned this 20^th day

of November, 2009

Northwest Non-Ferrous International Investment Company Limited

By: _____________________________

Name:

Title:

Firstgold Corp.

By: _______________________________

Name:

Title:

S:\Client Matters\80375\Legal\November Extension\Letter Agreement.Firstgold.NW.Lakewood.Nov.09_V.3.doc

Northwest Non-Ferrous International Investment Company Limited

Firstgold Corp.

November 20, 2009

Page: 5

[Exhibit A - Form of Exchange Note]

S:\Client Matters\80375\Legal\November Extension\Letter Agreement.Firstgold.NW.Lakewood.Nov.09_V.3.doc

EX-10.31B

Platinum Long Term Growth LLC

152 West 57th Street, 54th Floor

New York, NY 10019

November 20, 2009

Firstgold Corp.

1055 Cornell Avenue

Lovelock, NV 89419

Northwest Non-Ferrous International Investment Company Limited

78 Mid Yan Ta Road

Xi’an, China

Ladies and Gentlemen:

          Reference is hereby made to the Letter Agreement (the “Letter Agreement”), dated September 15, 2009, among Firstgold Corp. (“Firstgold”), Northwest Non-Ferrous International Investment Company Limited (“Northwest”) and Platinum Long Term Growth LLC (“Platinum”), as amended by the letter agreement, dated as of October 31, 2009, among Firstgold, Northwest and Platinum, pursuant to which, among other things, the “Closing Date,” as defined therein, was extended to November 17, 2009. Terms used herein and not defined shall have the meanings set forth in the Letter Agreement, as amended.

          You have informed us that the Notice to CFIUS submitted by Firstgold and Northwest was accepted by CFIUS as of October 7, 2009, with October 8, 2009 being established by CFIUS as the first day of the regulatory review period.  You have further informed us that CFIUS has decided to take further action in accordance with section 721 of the Defense Production Act of 1950, as amended, and its implementing regulations, and has opened an investigation concerning the transactions described in the Notice. In light of such investigation, Northwest and Firstgold have requested that Platinum extend the Closing Date to December 30, 2009.

          Effective upon the acceptance by Firstgold and Northwest of the terms and conditions herein, as evidenced by their signatures below, Platinum extends the Closing Date to December 30, 2009; provided, that, such extension of the Closing Date shall be null and void if Firstgold shall not have received, on or prior to November 27, 2009, an investment in equity, unsecured indebtedness or secured indebtedness subordinate in payment and security to the Notes in a manner satisfactory to Platinum in its full discretion that provides net proceeds to Firstgold of at least $300,000 (the “Minimum Working Capital”), which, if such investment is in the form of indebtedness shall not provide for payment until after payment in full of the Notes. Firstgold covenants and agrees to (i) pay the November Extension Fee of $176,000 to Platinum on the date of the sale of the Notes to Northwest pursuant to the Letter Agreement and the July Letter Agreement (the “Closing”) and (ii) either pay the Exchange Right Termination Fee (as defined below) to Platinum as described below or, if Platinum shall have exchanged the

Northwest Non-Ferrous International Investment Company Limited

Firstgold Corp.

November 20, 2009

Page: 2

Warrant for the Exchange Note (as defined below), deliver to Platinum the Exchange Note pursuant to the terms hereof. Firstgold and Northwest acknowledge and agree that the continued effectiveness of the extension of the Closing Date set forth above is expressly conditioned on (i) the receipt of the Minimum Working Capital by Firstgold on or prior to November 27, 2009, (ii) the payment to Platinum by Firstgold, on the date of, and as a condition to, the Closing of the November Extension Fee and (iii) the issuance of the Exchange Note if requested by Platinum (if the Exchange Right Termination Fee is not paid on or prior to November 27, 2009); provided, that, the failure to satisfy any of such conditions shall not be deemed to terminate any respective obligation of Firstgold or Northwest hereunder or under the Letter Agreement and the July Letter Agreement (including the obligation of Firstgold to issue the Exchange Note if the Exchange Right Termination Fee is not paid by the date set forth herein). Firstgold and Northwest acknowledge and agree that, if the November Extension Fee is not paid on Closing as required hereunder, if the Minimum Working Capital is not received as required herein or if Firstgold breaches any other obligation hereunder (including, without limitation, any obligation to issue the Exchange Note), Platinum shall be under no obligation to transfer the Notes pursuant to the Letter Agreement and the July Letter Agreement.

Further, upon execution below by the other parties hereto, the warrant (the “Warrant”) issued to Platinum by Firstgold on or about August 7, 2008 shall be deemed amended such that (i) the Warrant Price (as defined therein) shall be reduced to $.075 per share (subject to subsequent adjustment in the case of splits, combinations, dividends and the like as set forth in Section 4 thereof) and the term thereof extended so that the Warrant expires on August 7, 2012 (the “Warrant Amendment”) and (ii) Section 7 thereof (the “Put Right”) shall be of no further force and effect upon and after the Closing. It is understood and agreed that, but for the provisions hereof, Platinum’s obligation to eliminate the Put Right upon Closing was terminated, that Platinum is delivering no consideration to any party for the Warrant Amendment (other than the amendment set forth in this paragraph), and that the holding period for the Common Stock issuable pursuant to the Warrant for purposes of Rule 144 under the Securities Act (“Rule 144”) shall have commenced as of August 7, 2008 notwithstanding the Warrant Amendment, to the extent the Warrant is exercised pursuant to the “cashless” exercise method set forth therein.

          Unless Platinum shall have received a fee (the “Exchange Right Termination Fee”) from Firstgold equal to $400,000 on or prior to November 27, 2009 (whether or not Closing has occurred by such date), Platinum shall be entitled, at its option and its sole and absolute discretion, on or before December 30, 2009, to exchange the Warrant, without additional consideration of any nature, for a Convertible Promissory Note (the “Exchange Note”) issued by Firstgold with a principal amount of $2,400,000 substantially in the form attached hereto as Exhibit A, which shall automatically convert, subject to the terms and conditions set forth therein, into 7.92% of Firstgold’s outstanding Common Stock following Closing and the consummation of the transactions between Firstgold and Northwest (or its designee, assignee or affiliate) (the “Northwest Parties”) described in the Notice. Such percentage shall be calculated giving effect to the issuance to the Northwest Parties of 51% of the outstanding shares of Firstgold to Northwest, such

S:\Client Matters\80375\Legal\November Extension\Letter Agreement.Firstgold.NW.Plat.Nov.09_V.4.doc

Northwest Non-Ferrous International Investment Company Limited

Firstgold Corp.

November 20, 2009

Page: 3

that, upon such issuance to the Northwest Parties, and upon conversion of the Exchange Note in full immediately following such issuance to the Northwest Parties, the Northwest Parties shall own 51% of Firstgold’s outstanding common stock and Platinum shall own 7.92% of Firstgold’s outstanding common stock. However, Firstgold shall have the right at any time on or after November 30, 2010 and prior to the Exchange Note’s maturity date, to require Platinum to convert the Exchange Note in full into shares of Firstgold Common Stock as provided in Article IIA of the Exchange Note. Upon any such exchange of the Warrant for the Exchange Note, Firstgold (i) covenants and agrees to issue such Exchange Note within one business day, (ii) represents and warrants that any shares of Common Stock issued upon conversion of the Exchange Note shall be deemed to have been issued, for purposes of Rule 144, on August 7, 2008, and shall be freely saleable at any time by Platinum pursuant to Rule 144 without restriction as to volume, current public information or manner of sale requirements and (iii) covenants to cause its counsel, at Firstgold’s expense, to promptly issue to Firstgold’s transfer agent any necessary legal opinions to effect sales by Platinum of shares of Common Stock issuable upon conversion of the Exchange Note pursuant to Rule 144 (which covenants and representations shall survive the Closing). Notwithstanding the above, the parties acknowledge that the Exchange Note permits conversions by Platinum prior to the issuance to the Northwest Parties of Firstgold Common Stock as described above on the terms set forth in the Exchange Note. Upon execution hereof, counsel for Firstgold has delivered to Platinum an opinion in form and substance satisfactory to Platinum confirming the availability of Rule 144 for sales by Platinum immediately upon conversion of the Exchange Note as described above (assuming that Platinum has not become an affiliate of Firstgold, for purposes of Rule 144, at the time of such sale).

             The parties acknowledge and agree that, to the extent the Exchange Right Termination Fee is not paid as set forth above, and to the extent Platinum exchanges the Warrant for the Exchange Note, the Exchange Note shall remain outstanding following Closing (unless converted pursuant to its terms), shall not be deemed to be subject to any agreement to transfer the same to Northwest and shall be held by Platinum. Any transfer documentation agreed-to by the parties shall be modified to acknowledge the obligations of Firstgold under the Exchange Note in a manner reasonably satisfactory to Platinum. Without limiting the generality of the foregoing, (i) references to retained rights under the Purchase Agreement shall be deemed to apply to the Exchange Note and any shares issued upon conversion thereof and (ii) any releases by Platinum of Firstgold shall appropriately exclude obligations relating to the Exchange Note (including the obligation to issue the Exchange Note hereunder). Firstgold further covenants and agrees that, upon any exchange of the Warrant for the Exchange Note, any shares of Common Stock reserved for issuance upon exercise of the Warrant shall be reserved for issuance upon conversion of the Exchange Note. If Firstgold issues the Exchange Note pursuant to the terms hereof, it is understood and agreed that it shall have no obligation whatsoever to pay to Platinum the Exchange Right Termination Fee.

          By executing below, each of Firstgold and Northwest agrees to effect the purchase and sale of the Notes by no later than 7 days following the receipt of the

S:\Client Matters\80375\Legal\November Extension\Letter Agreement.Firstgold.NW.Plat.Nov.09_V.4.doc

Northwest Non-Ferrous International Investment Company Limited

Firstgold Corp.

November 20, 2009

Page: 4

Approval, it being understood that no party hereto makes any admission or representation as to whether the Approval is to be considered a condition to Closing in any manner.

          Except as explicitly set forth herein (and in the Letter Agreement, as amended), the letter agreements among the parties remain unamended and in full force and effect in accordance with their respective terms, it being understood and agreed that the parties shall retain their respective rights and remedies under the Letter Agreement, as amended, and the July Letter Agreement.

Very truly yours,

Platinum Long Term Growth LLC

By: __________________________

Name:

Title:

Acknowledged and Agreed to

by the undersigned this 20^th day

of November, 2009

Northwest Non-Ferrous International Investment Company Limited

By: _____________________________

Name:

Title:

Firstgold Corp.

By: _______________________________

Name:

Title:

S:\Client Matters\80375\Legal\November Extension\Letter Agreement.Firstgold.NW.Plat.Nov.09_V.4.doc

Northwest Non-Ferrous International Investment Company Limited

Firstgold Corp.

November 20, 2009

Page: 5

[Exhibit A - Form of Exchange Note]

S:\Client Matters\80375\Legal\November Extension\Letter Agreement.Firstgold.NW.Plat.Nov.09_V.4.doc

EX-99.1

Debt Extension Gives Firstgold until December 30, 2009 to Close Chinese Investment

November 23, 2009, Toronto - Firstgold Corp. (TSX: FGD, PK: FGOC) (“Firstgold” or the “Company”) announced today that it has reached an extension agreement with its lenders to give it until December 30, 2009 to close the previously announced sale of the outstanding secured debt which will be followed by the sale of shares representing 51% of the then outstanding shares of Firstgold to Northwest Non Ferrous International Investment Company Ltd. (“Northwest”) for $9,500,000.

As previously announced, the Committee on Foreign Investment in the United States (“CFIUS”) has been reviewing the agreement we have reached with Northwest to acquire a majority interest in Firstgold. The review is a national security protocol to ensure any takeover of a United States company does not adversely affect United States National security. The review period has an initial review of 30 days and can be extended one time for an additional 45 days if the review is not completed. We have been advised that while at this point there are no outstanding issues that would prevent the completion of our agreement with Northwest, that the CFIUS committee requires additional time to complete their review and has therefore extended the review period to December 21, 2009.

Terry Lynch Firstgold CEO commented “In terms of global commerce Northwest’s investment in Firstgold is relatively minor. We know of no reason why ownership of 51% of our small gold mining company would present a security threat to the United States and therefore are highly confident this review process will ultimately allow this investment to close.”

The delay in closing the sale and subsequent investment has come at a cost to Firstgold. Northwest is not able to advance additional funds until CFIUS approval has been obtained. This has meant Firstgold has had to obtain financing as each delay requires Firstgold to renegotiate with its secured lenders and to provide for additional working capital to maintain core company operations. This extension agreement will cost Firstgold the following;

• A reduction in the exercise price of the 15,000,000 warrants that our secured creditors hold from the current strike price of $0.145 at any point before August 7, 2011 to $0.075 and the extension in term from August 7, 2011 to August 7, 2012.

• $500,000 if Firstgold pays our secured creditors $500,000 on or before November 27, 2009.

• If Firstgold does not pay the secured creditors $500,000 on or before November 27, 2009 then it agrees to issue the secured creditors a convertible note in the amount of $3,000,000. Subject to regulatory approvals the convertible note would be convertible after closing of the Northwest transaction into 9.9 % of the then outstanding shares of Firstgold.

Firstgold has also agreed to secure a minimum of $300,000 worth of working capital to fund Company operations until December 30, 2009. Failure to obtain this funding would terminate the extension agreement. Firstgold is in advanced discussions with various investors and expects to be able to meet this commitment on or before November 27, 2009.

Mr. Lynch stated “It is unfortunate we have had the Northwest investment delayed. However the gold markets are strong and we believe the opportunity for investors to invest and receive the same deal as Northwest will be compelling. We remain confident that closing this transaction will allow us to not only

put our Relief Canyon mine back into production but give us an opportunity to leverage the unique talents and connections an organization like Northwest brings to Firstgold”

Firstgold has spent $16 million over the last 24 months developing a processing facility at Relief Canyon, located outside Lovelock Nevada, on the site of the previously producing Pegasus Gold Mine. Additional information about Firstgold Corp. can be found by visiting its web site at www.firstgoldcorp.com

Northwest Nonferrous International Investment Company Ltd. is 100% owned by the Northwest Mining and Geological Exploration Group Co. for Nonferrous Metals (NWME) and is based in Xi’an city of Shaanxi province, China. NWME has more than 6,000 employees including 800 geologists, technologists, and engineers.

NWME is one of the top five exploration and mining Bureaus in China amongst around 100 provincial Bureaus in terms of revenue and technical capacity. NWME was one of the first Bureaus in China to conduct exploration projects in partnership with overseas companies. In 2008, NWME, in partnership with Jinduicheng Molybdenum Group Co., Ltd., acquired Yukon Zinc Corporation.

Safe Harbor Statement

The matters discussed in this release contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended that involve risks and uncertainties. Although Firstgold Corp. believes that the expectations reflected in such forward-looking statements are reasonable, the forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. Firstgold Corp. cautions investors that any forward-looking statements made by Firstgold Corp. are not guarantees of future performance and that actual results may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those reflected in forward-looking statements include, but are not limited to, risks and uncertainties regarding the actual mineralization of Firstgold Corp.'s mining properties, the unproven nature of and potential changes to Firstgold Corp.'s business model, the risk that the capital and other resources that Firstgold Corp. will need to exploit its business model will not be available, and the risks discussed in Firstgold Corp.'s Form 10-K and in Firstgold Corp.'s 10-Qs and in Firstgold Corp.'s other filings with the Securities and Exchange Commission.

Cautionary Note to U.S. Investors -The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms on this website (or press releases), such as "measured," "indicated," and "inferred" "resources," which the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC. U.S. Investors are urged to consider closely the disclosure in our reports filed with the SEC which may be secured from the SEC, or from their website at http://www.sec.gov/edgar.html

Website: www.FirstgoldCorp.com

Investor Relations Jeff Forster – jeff@parkcap.com