-----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, RHZOcFe17fo5idWMC8I8agz9E4rO93dg1+GsNmLem6SlnVTTCpg1L0KsDKgQqflo mrXv5qpcL2knLMFPwuYpqA== 0001200952-09-000264.txt : 20090622 0001200952-09-000264.hdr.sgml : 20090622 20090622123040 ACCESSION NUMBER: 0001200952-09-000264 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090617 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090622 DATE AS OF CHANGE: 20090622 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: 09902826 BUSINESS ADDRESS: STREET 1: 3108 PONTE MORINO DRIVE, SUITE 210 CITY: CAMERON PARK STATE: CA ZIP: 95682 BUSINESS PHONE: 9164493913 MAIL ADDRESS: STREET 1: 3108 PONTE MORINO DRIVE, SUITE 210 CITY: CAMERON PARK STATE: CA ZIP: 95682 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 fc_8k-90619.htm FORM 8-K fc_8k-90619.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):  June 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.)
 
3108 Ponte Morino Drive, Suite 210
Cameron Park, CA
 
95682
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (530) 677-5974
 

 
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:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
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 June 17, 2009  one of Firstgold Corp’s two primary lenders, Platinum Partners Long Term Growth, LLC, filed a Complaint and Applications in the Second Judicial District Court in the County of Washoe, Nevada seeking, among other things,  to have a receiver appointed to oversee the Company’s operations and assets. A hearing on the matter is scheduled for July 8, 2009 at which time a receiver could be appointed unless the matter is resolved in some other manner which could include the Company filing for bankruptcy protection.

Firstgold Corp. has received letters from its two primary lenders, Platinum Partners Long Term Growth, LLC and Lakewood Group, LLC, asserting various claims against Firstgold and certain of its officers and employees. Among the asserted claims were claims of fraud, misrepresentation, breach of fiduciary duty and breach of contract. The letters provided no facts to support the allegations nor did the letters state the nature or extent of damages being sought. Firstgold and its management categorically deny these allegations and maintain that they are without merit. Firstgold and its management will vigorously defend any action which may be filed by these lenders based on the above referenced allegations.

Item 9.01 Financial Statements and Exhibits

Exhibits

99.1           Press Release dated June 19, 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.
  
  FIRSTGOLD CORP.  
       
Date:  June 19, 2009
By:
/s/ Stephen Akerfeldt  
   
Stephen Akerfeldt, Chief Executive Officer
 
 
EX-99.1 2 fc_ex991-90619.htm PRESS RELEASE DATED JUNE 19, 2009 fc_ex991-90619.htm
Exhibit 99.1
 
Firstgold Updates Status
 
 
June 19, 2009, Toronto - Firstgold Corp. (TSX: FGD, OTCBB: FGOC) (the” Company”) continues to work with its advisor Haywood Securities in evaluating options on the sale and or restructuring of the Company.
 
“The process is advancing however at this time we do not have anything concrete in our hands that would satisfy our existing creditors and allow the Relief Canyon Mine to get back to production” commented Steve Akerfeldt Firstgold CEO.  He added that the Company has also reduced its overhead expenses by closing its Cameron Park offices and consolidating its operations at its offices in Lovelock, Nevada in addition to reducing its mining workforce to a care and maintenance status.
 
Mr. Akerfeldt provided the following update statement.  “To enable Firstgold to buy time for a positive restructuring process to take place Firstgold has completed some interim financing with existing stakeholders in the Company.  It has secured approximately $500,000 in capital for the Company. $300,000 came in as new capital and another $200,000 reflects compensation converted to debt in lieu of pay for staff and directors. The money was advanced and compensation converted in the form of convertible promissory notes, with a 12% interest rate, repayable on demand or convertible into stock at 15 cents per share. As a further incentive, the note holders were given an option to buy 4000 ounces of gold at $500. The gold would be delivered only after all existing creditors have been repaid. These funds are being used to maintain the Company’s core asset, the Relief Canyon Mine.
 
“While we continue to work daily with our secured creditors on the restructuring process they are asserting their legal rights including initiating foreclosure proceedings relating to the Company’s mining properties. In addition they have recently filed a suit to have a receiver appointed to run the affairs of the Company. There is a hearing scheduled on the matter in Nevada court on July 8, 2009  at which point a receiver could be appointed unless the matter is resolved in some other manner which could include the Company filing for bankruptcy protection.
 
“Further, the secured lenders have given us a letter making various allegations against the Company and certain key personnel including fraud, misrepresentations, and breach of fiduciary duty in the process of securing the loan from them.  The letters provide no facts supporting such allegations and demand unspecified damages. Firstgold, its officers and directors strongly deny such claims and believe they are groundless and intended to place additional pressure on our management team to complete a restructuring transaction acceptable to the secured creditors.
 
“We acknowledge these are challenging times and we will continue to work through these issues for a solution that provides the best outcome forall of our Stakeholders.”
 
Over the last 24 months Firstgold has spent $16 million developing the mine property and 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
Email: info@firstgoldcorp.com
 
 

 

 

 

 
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