-----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, Ayo0/YkgAMKnWdmE4b/4DvGXBucdJiNLBzSVZUM2JNOHFtGrBlgiDCbTUMv1iA28 UpIQnx+OHNUE2wYfv2df1w== 0001171200-10-000084.txt : 20100129 0001171200-10-000084.hdr.sgml : 20100129 20100129172223 ACCESSION NUMBER: 0001171200-10-000084 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100127 ITEM INFORMATION: Bankruptcy or Receivership ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100129 DATE AS OF CHANGE: 20100129 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: 10561083 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 i00034_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): January 27, 2010

 



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 1.03 Bankruptcy Filing

 

On January 27, 2010 Firstgold Corp. voluntarily filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. The filing was made in the United States Bankruptcy Court, District of Nevada (Case #10-50215). In the filing Firstgold listed assets of $17,957,805 and liabilities of $26,981,427 and outstanding common shares of 196,770,012. The current management of Firstgold will continue to operate the company subject to the supervision and orders of the Bankruptcy Court while Firstgold seeks to establish a reorganization plan.

 

Item 5.02 Departure of Directors

 

On January 26, 2010 Bob Heimler submitted his resignation as a Director of Firstgold Corp. This action was voluntary and not as a result of any disagreement with Firstgold or its management.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibits

 

99.1

Press Release dated January 28, 2010

 

 

 

 

 

 

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: January 29, 2010

FIRSTGOLD CORP.

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

 


EX-99 2 i00034_ex99-1.htm

Firstgold Files for Chapter 11 Protection

January 28, 2010, Toronto - Firstgold Corp. (TSX:FGD, PK:FGOC) (“Firstgold” or “the Company”) has filed for Chapter 11 protection under the United States Bankruptcy Code. In a filing yesterday in Reno, Nevada Firstgold listed assets of $17,957,805 and Liabilities of $26,981,427 and outstanding shares of 196,770,012. While in the Chapter 11 proceeding current management will continue to operate Firstgold as debtor-in-possession.

 

“Filing for Chapter 11 protection will, we hope, give Firstgold the time we need to bring a successful restructuring proposal to our creditors and shareholders. A plan we think will ultimately, see us put our Relief Canyon mine back into production, and one that will include providing value to our shareholders” comments Terry Lynch, Firstgold CEO.

 

“The termination of the Northwest deal on December 21, 2009 meant we had a very short period of time to find a new investment group or buyer for our company. Chapter 11 will extend this time and protect the company while we seek a comprehensive solution that might be able to be executed under the particular remedies available within the Chapter 11 environment.” Mr. Lynch commented.

 

With the Chapter 11 filing Firstgold also announced that Bob Heimler has resigned as a director of the company. “Bob Heimler was and is a friend of Firstgold; he invested his own money and time when many were afraid. Companies need more Directors like Bob Heimler and we are the worse for his departure. Bob feels, understandably, that in the current environment of Chapter 11 that there is little he can do to be a positive force for our shareholders and regrettably has decided to take this time to resign. We thank Bob for his service and dedication on the behalf of the Company.” commented Mr. Lynch.

 

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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