-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ArB18Av50+TIF8Y2O9nXDy71k9jbYfUC2dkJqAisdERlEyjKFZgTWOSbVVJj/qCo nEaXDu/gkCBm38r8sgsVUg== 0001171200-09-001027.txt : 20091218 0001171200-09-001027.hdr.sgml : 20091218 20091218172054 ACCESSION NUMBER: 0001171200-09-001027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091217 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091218 DATE AS OF CHANGE: 20091218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTGOLD CORP. CENTRAL INDEX KEY: 0000878808 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 161400479 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20722 FILM NUMBER: 091250868 BUSINESS ADDRESS: STREET 1: 1055 CORNELL AVENUE STREET 2: P.O. BOX 6 CITY: LOVELOCK STATE: NV ZIP: 89419 BUSINESS PHONE: 7752737800 MAIL ADDRESS: STREET 1: 1055 CORNELL AVENUE STREET 2: P.O. BOX 6 CITY: LOVELOCK STATE: NV ZIP: 89419 FORMER COMPANY: FORMER CONFORMED NAME: NEWGOLD INC DATE OF NAME CHANGE: 19961206 FORMER COMPANY: FORMER CONFORMED NAME: WAREHOUSE AUTO CENTERS INC /DE DATE OF NAME CHANGE: 19950510 8-K 1 i00497_firstgold-8k.htm

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): December 17, 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

 

As previously reported, in conjunction with a series of proposed transactions between Firstgold Corp. and the Xi'an, China headquartered Northwest Non-Ferrous International Investment Company Limited (“Northwest”), the parties sought 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 control shares by Northwest and the acquisition of $11,500,000 of Secured Notes. On November 6, 2009 Firstgold and Northwest were informed by CFIUS that additional time was required to complete their review of the Application pursuant to applicable authority and invoked an additional 45-day period in which to perform a full investigation of the Application. Pursuant to discussions between CFIUS and representatives of the Applicants culminating late last week, CFIUS made its determination to disapprove the Application. CFIUS officials based this decision on serious, significant and consequential national security issues they had identified including the fact that Firstgold’s properties were adjacent to or in proximity to a military air base. In further discussions CFIUS officials determined that no mitigation scenarios could sufficiently resolve the identified national security issues.

 

In light of the above, the Applicants have the option of either withdrawing the Application or allowing the CFIUS recommendation of disapproval to be forwarded to the President for his action to: (i) acceptance of the CFIUS action, (ii) allow the transaction to proceed despite the CFIUS objection or (iii) allow the transaction to proceed but with an appropriate mitigation plan that addresses the national security issues. The Applicants have until December 21, 2009 (the expiration of the CFIUS review period) to decide whether to withdraw the Application or allow the Application to be forwarded to the President who must then act upon the matter within 15 days.

 

In light of these recent and unexpected developments, all parties to the transactions are assessing their positions and future courses of action.

   

Item 9.01 Financial Statements and Exhibits

 

Exhibits

 

99.1

Press Release dated December 17, 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: December 18, 2009

FIRSTGOLD CORP.

   
   
  By: /s/ Terry Lynch
    Terry Lynch, Chief Executive Officer

EX-99.1 2 i00497_ex99-1.htm

Firstgold Expects CFIUS to Recommend Rejection of Northwest Investment

December 17, 2009, Toronto - Firstgold Corp. (TSX:FGD, PK:FGOC) (“Firstgold” or “the Company”) has been advised by The Committee on Foreign Investment in the United States (“CFIUS”) that they will, on Dec 21st, recommend to President Obama that he reject the proposed investment by the China based company Northwest Non Ferrous International Investment Company Ltd. (“Northwest”) in Firstgold. CFIUS has determined through their investigation that serious, significant and consequential national security issues existed. In particular they noted the proximity of Firstgold’s properties to the Fallon Naval Air Station and related facilities. CFIUS had considered several mitigation possibilities and concluded that none would sufficiently resolve the national security issues.

“This is very difficult news to receive. While we certainly respect the process CFIUS has taken to arrive at their determination we disagree 100% with their conclusion. We fail to see the connection between US national security and our principal asset the Relief Canyon mine which has existed at its present location since the early 1980’s. Our property is over 50 miles away from the Fallon base and surrounded by several other mining properties. . At this stage we understand on Dec 21st that CFIUS will recommend rejection to President Obama. Our hope would be that his review of the matter will lead to a different and positive conclusion” commented Terry Lynch Firstgold CEO.

“You can imagine how discouraging this is for Northwest. At this stage we do not know what their intentions are although we remain hopeful that we can yet find a way to close the transaction. In the interim Firstgold is reviewing other options to bring Relief Canyon into production and to obtain value for its assets.”

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

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


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