Filed by Gammon Gold Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Capital Gold
Corporation
Commission File #: 001-34618
TORONTO, Feb. 22 /PRNewswire/ - Gammon Gold Inc.
("Gammon") (TSX: GAM) (NYSE: GRS) announced today that the
Securities and Exchange Commission ("SEC"), on February 17, 2011,
declared effective Gammon's Registration Statement on Form F-4
regarding the previously announced proposed merger with Capital
Gold Corp. ("Capital Gold"). The registration statement includes a
proxy statement/prospectus relating to the Capital Gold stockholder
vote required to approve the merger and covering shares of Gammon's
common shares to be issued to Capital Gold stockholders under the
terms of the merger agreement. Last week, Capital Gold began
mailing the proxy statement/prospectus to its stockholders of
record as of February 14, 2011, seeking approval of the adoption of
the merger agreement at the March 18, 2011 special meeting of its
stockholders.
Additional Information About the Merger and
Where to Find It
The proposed merger transaction involving Gammon
Gold Inc. and Capital Gold Corporation will be submitted to Capital
Gold Corporation's stockholders for their consideration. Gammon
Gold Inc. has filed with the SEC a Registration Statement on Form
F-4 containing a definitive proxy statement/prospectus and each of
Gammon Gold Inc. and Capital Gold Corporation may file with the SEC
other documents regarding the proposed transaction.
Stockholders are encouraged to read the definitive proxy
statement/prospectus regarding the proposed transaction, as well as
other documents filed with the SEC because they contain important
information. Stockholders may obtain a free copy of the
definitive proxy statement/prospectus, as well as other filings
containing information about Gammon Gold Inc. and Capital Gold
Corporation, without charge, at the SEC's Internet site
(http://www.sec.gov). Copies of the definitive proxy
statement/prospectus and the filings with the SEC that are
incorporated by reference in the definitive proxy
statement/prospectus can also be obtained without charge, by
directing a request to Gammon Gold Inc., Investor Relations, 56
Temperance Street, Suite 501, Toronto, Ontario, M5H 3V5, Canada, or
to Capital Gold Corporation, Investor Relations, 76 Beaver Street,
14th floor, New York, New York 10005.
Gammon Gold Inc., Capital Gold Corporation,
their respective directors and executive officers and other persons
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding
Gammon Gold Inc.'s directors and executive officers is available in
its Annual Report on Form 40-F for the year ended December 31,
2009, which was filed with the SEC on March 30, 2010, as amended by
Amendment # 1 to Annual Report on Form 40-F/A, which was filed with
the SEC on May 13, 2010, in its notice of annual meeting and proxy
circular for its most recent annual meeting, which was filed with
the SEC on April 15, 2010, and the above-referenced Registration
Statement on Form F-4, which was filed with the SEC on February 15,
2011. Information regarding Capital Gold Corporation's
directors and executive officers is available in Capital Gold
Corporation's Form 10-K/A, which was filed with the SEC on November
23, 2010. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
definitive proxy statement/prospectus and other relevant materials
filed with the SEC.
About Gammon Gold
Gammon Gold Inc. is a mid-tier gold and silver
producer with properties in Mexico. Gammon's flagship Ocampo
Property is located in Chihuahua State. Gammon also owns the
El Cubo mine in Guanajuato State and the Guadalupe y Calvo
development property in Chihuahua State. In 2010 Gammon
completed option purchase agreements to acquire the Los Jarros and
Venus Projects located directly north and east of the Ocampo mine,
the Mezquite Project in Zacatecas State, and has signed a binding
Letter of Intent to joint venture into the La Bandera gold project
in Durango State. The Company has made strategic investments in
Golden Queen Mining Co. Ltd. and Corex Gold Corporation. The
Company's Executive Office is located in Toronto, Ontario.
For further information please visit the Gammon
gold website at www.gammongold.com or contact:
Cautionary Statement
Cautionary Note to US Investors - The United
States Securities and Exchange Commission permits US mining
companies, in their filings with the SEC, to disclose only those
mineral deposits that a company can economically and legally
extract or produce. This press release uses certain terms, such as
"measured," "indicated," and "inferred" "resources," that the SEC
guidelines strictly prohibit US registered companies from including
in their filings with the SEC. US Investors are urged to consider
closely the disclosure in Gammon gold's Annual Report on Form 40-F,
which may be secured from Gammon gold, or from the SEC's website
at http://www.sec.gov/edgar.shtml.
This communication contains statements that
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and comparable
"safe harbour" provisions of applicable Canadian legislation. These
statements are based on the current expectations and beliefs of the
Company and are subject to a number of risks, uncertainties and
assumptions that could cause actual results to differ materially
from those described in the forward-looking statements. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements. The following
factors, among others, could cause or contribute to such material
differences: the ability to obtain the approval of the transaction
by Capital Gold stockholders; the ability to realize the expected
synergies resulting from the transaction in the amounts or in the
timeframe anticipated; the ability to integrate Capital Gold's
businesses into those of Gammon Gold Inc. in a timely and
cost-efficient manner; the ability to obtain governmental approvals
of the transaction or to satisfy other conditions to the
transaction on the proposed terms and timeframe; and the outcome of
pending litigation related to the proposed acquisition of Capital
Gold Corporation. Additional factors that could cause Gammon
Gold Inc. and Capital Gold's results to differ materially from
those described in the forward-looking statements can be found in
the 2009 Annual Report on Form 40-F, as amended by Amendment # 1 to
Annual Report on Form 40-F/A, for Gammon Gold Inc. and the Annual
Report on Form 10-K, as amended by Form 10-K/A, of Capital Gold for
the fiscal year ended July 31, 2010 filed with the SEC and
available at the SEC's Internet site
(http://www.sec.gov).
SOURCE GAMMON GOLD INC.
Copyright . 22 PR Newswire