425
Filed
by Timmins Gold Corp.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed under the Securities Exchange Act of 1934
Subject Company: Capital Gold Corp.
Commission File No. of Capital Gold Corp.: 001-34618
Suite 520 609 Granville Street
Vancouver, BC, V7Y 1G5
Tel.: (604) 682-4002
Fax: (604) 682-4003
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October 05, 2010
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TSX-V: TMM |
NEWS RELEASE
Support
for Capital Gold Merger Increases
Vancouver, British Columbia Timmins Gold Corp. (Timmins Gold) (TSX-V:TMM)
thanks the shareholders of Capital Gold that have contacted us with their support for Timmins
Golds offer for the shares of Capital Gold. Since the announcement by Timmins Gold last Monday of
its merger proposal, additional shareholders of Capital Gold have now either signed or pledged
support agreements with Timmins Gold.
Timmins Gold remains committed to its offer for Capital Gold and will continue with its intention
to merge the two companies. The offer is 2.27 Timmins Gold shares per Capital Gold share which
represents a bid of $4.92 based on Fridays closing price of Timmins Golds shares.
The completed merger with Capital Gold will create a low cost Mexican gold producer with forecast
2011 production of 180,000 ounces of gold with operating synergies in an underexplored area along
the prolific Mojave-Sonora Megashear gold belt of Mexico.
ABOUT TIMMINS GOLD
Focused in Mexico, Timmins Gold Corp. is a producer of gold with its recent commissioning of
the San Francisco Mine in Sonora, Mexico. In addition, the Company has a number of other properties
in Mexico on which it will conduct on-going exploration.
For more information, please contact:
Bruce Bragagnolo LLB,
CEO and Director
Vancouver, B.C.
Tel: 604-638-8980
bruce@timminsgold.com
or
Steven Isenberg
CEO and President
M Partners
Toronto, Ontario
Tel: 416-603-7381 x222
si@mpartners.ca
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of
this release.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. This press release relates to a transaction
with Capital Gold proposed by Timmins Gold, which may become the subject of a registration
statement filed with the United States Securities and Exchange Commission (the SEC). This
material is not a substitute for any prospectus/proxy statement that Timmins Gold would file with
the SEC and Canadian securities regulators regarding the proposed transaction were an agreement to
be reached between Timmins Gold and Capital Gold, or for any other document that Timmins Gold may
file with the SEC and Canadian securities regulators and send to Timmins Gold or Capital Gold
shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF TIMMINS
GOLD AND CAPITAL GOLD ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORS CAREFULLY IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain free copies of any documents
filed with the SEC and the Canadian securities regulators by Timmins Gold through the web site
maintained by the SEC at www.sec.gov and the web site maintained by the Canadian securities
regulators at www.sedar.com, respectively. Free copies of any such documents could also be
obtained by directing a request to Timmins Gold at Suite 520
609 Granville Street, Vancouver, BC,
Canada V7Y-1G5.