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)
May 12, 2006
CAPITAL GOLD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-13078 13-3180530
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(State or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) (Identification No.)
76 Beaver Street, New York, NY 10005
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 344-2785
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(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
|_| 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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
See Item 5.02 below.
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On May 12, 2006, we appointed John Brownlie to the position of Vice President
Operations for our El Chanate gold mining project in northern Sonora, Mexico.
Mr. Brownlie will supervise the construction, start-up and operation of the
mine.
Mr. Brownlie has provided team management for mining projects requiring
technical, administrative, political and cultural experience over his 28 year
mining career. From 2000 to 2006, Mr. Brownlie was a consultant providing mining
and mineral related services to various companies including SRK, Oxus Mining plc
and Cemco Inc. From 1995 to 2000, he was the General Manager for the
Zarafshan-Newmont Joint Venture in Uzbekistan, a one-million tonne per month
heap leach plant which produced over 400,000 ounces of gold per year. From 1989
to 1995, Mr. Brownlie served as the Chief Engineer and General Manager for
Monarch Resources in Venezuela, at both the El Callao Revemin Mill and La
Camorra gold projects. Before that, was a resident of South Africa and
associated with numerous mineral projects across Africa. He is also a mechanical
engineer and fluent in Spanish.
Pursuant his employment agreement, Mr. Brownlie will receive a base annual
salary of $150,000 and is entitled to annual bonuses. He also received options
to purchase an aggregate of 200,000 shares of our common stock at an exercise
price of $.32 per share. 50,000 options vested immediately and the balance vest
upon our achieving "Economic Completion" as that term will be defined in the
loan agreement with Standard Bank plc (when we have commenced mining operations
and have been operating at anticipated capacity for 60 to 90 days). The term of
the options is two years from the date of vesting. The agreement runs for an
initial two year period, and automatically renews thereafter for additional one
year periods unless terminated by either party within 30 days of a renewal date.
We can terminate the agreement for cause or upon 30 days notice without cause.
Mr. Brownlie can terminate the agreement upon 60 days notice without cause or,
if there is a breach of the agreement by us that is not timely cured, upon 30
days notice. In the event that we terminate him without cause or he terminates
due to our breach, he will be entitled to certain severance payments.
SIGNATURES
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.
CAPITAL GOLD CORPORATION
May 17, 2006 By: /s/Jeffrey W. Pritchard
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Jeffrey W. Pritchard, Vice President