-----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, NpJE+cDsoVL5eA843pBiTjXmP6JtW0LU8fagLdCrOHZ2Rr6O2f+e0w0/gLemqhLB EechT0Sz3cdIsARq/c5C2w== 0001171200-10-000394.txt : 20100426 0001171200-10-000394.hdr.sgml : 20100426 20100426144058 ACCESSION NUMBER: 0001171200-10-000394 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100420 ITEM INFORMATION: Bankruptcy or Receivership ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100426 DATE AS OF CHANGE: 20100426 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: 10770083 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 i00197_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): April 20, 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). Since Firstgold filed for bankruptcy protection its current management continued to operate the Company as debtor-in-possession subject to the supervision and orders of the Bankruptcy Court.

 

Since filing for bankruptcy protection, Firstgold’s management has held discussions with several groups in an attempt to establish and fund a reorganization plan for Firstgold. Unfortunately, management was unable to establish a reorganization plan that would timely fund the recommencement of business operations and satisfy the secured creditor obligations.

 

At a bankruptcy hearing held on April 20, 2010, Firstgold’s management reported its inability to timely develop a reorganization plan to restart Firstgold’s operations. In light of the foregoing, Firstgold verbally stipulated to allowing its primary secured lenders, Platinum Long Term Growth, LLC (“Platinum”) and Lakewood Group, LLC (“Lakewood”), to pursue their contractual and state law rights and remedies to foreclose and take possession of all collateral securing their debt obligations with Firstgold pursuant to their security interests. The collateral securing their debt obligations includes the Relief Canyon mine property and all improvements to the mine property, all vehicles and equipment, and all reports, surveys, permits and documentation relating to the Relief Canyon mine. The collateral also included a mineral assay laboratory and an office building, both located in Lovelock, NV as well as certain exploration rights. Together the collateral represents substantially all of Firstgold’s assets.

 

In addition, Firstgold agreed to relinquish possession of the collateral to allow Platinum and Lakewood to preserve and protect such collateral as of April 21, 2010.

 

Platinum and Lakewood may now choose to foreclose on their security interest and take possession of the collateral or may attempt to sell such assets in place. Upon a sale of the collateral, Platinum and Lakewood would be entitled to full repayment of their debt obligations, currently aggregating $19,357,961 including interest, charges and fees. Unsecured creditors and stockholders will not realize any further value from the Firstgold assets unless and until the obligations of the secured creditors have been satisfied.

 

Firstgold will continue in a Chapter 11 status which will allow Firstgold’s management to pursue a possible reorganization of the corporate entity with another company. The next status conference hearing relating to the Firstgold corporate entity is set for May 11, 2010.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibits

 

99.1

Press Release dated April 26, 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: April 26, 2010

FIRSTGOLD CORP.

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

 


EX-99.1 2 i00197_ex99-1.htm

Firstgold releases control of all assets to secured lender.

 

April 26, 2010, Toronto - Firstgold Corp. ( PK:FGOCQ.) 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). Since the date of that filing Firstgold’s current management continued to operate the Company as debtor-in-possession subject to the supervision and orders of the Bankruptcy Court.

Additionally, Firstgold’s management has held discussions with several groups in an attempt to establish and fund a reorganization plan for Firstgold. Unfortunately, management was unable to establish a reorganization plan that would timely fund the recommencement of operations and satisfy the secured creditor obligations.

 

At a bankruptcy hearing held on April 20, 2010, Firstgold’s management reported its inability to timely develop a reorganization plan to restart business operations. In light of the foregoing, Firstgold stipulated to allowing its primary secured lenders, Platinum Long Term Growth, LLC (“Platinum”) and Lakewood Group, LLC (“Lakewood”), to pursue their contractual and state law rights and remedies to foreclose and take possession of all collateral securing their debt obligations with Firstgold pursuant to their security interests. The collateral securing their debt obligations includes substantially all of Firstgold’s assets including the Relief Canyon Mine property and all improvements to the mine property. In addition, Firstgold agreed to relinquish possession of the collateral to allow Platinum and Lakewood to preserve and protect such collateral as of April 21, 2010.

 

Platinum and Lakewood may now choose to foreclose on their security interest and take possession of the collateral or may attempt to sell such assets in place.

 

Upon a sale of the collateral Platinum and Lakewood would be entitled to full payment of their debt obligations, which currently exceed $19.3 million. Unsecured creditors and stockholders will not realize any further value from the Firstgold assets unless and until the obligations of the secured creditors have been satisfied.

 

“A disappointing finish...we had hoped to be able to restructure but unfortunately given the circumstances we were not able to achieve our objective. The CFIUS decision to reject the Northwest offer really set us back and unfortunately we have never recovered.” commented Firstgold CEO Terry Lynch

 

Firstgold will continue in a Chapter 11 status which will allow Firstgold’s management to pursue a possible reorganization of the corporate entity with another company. The next status conference hearing relating to the Firstgold corporate entity is set for May 11, 2010.

 


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

 


-----END PRIVACY-ENHANCED MESSAGE-----