Some Capital Gold (CGC) (CGC.to) shareholders are clearly pissed with the Gammon (GAM.to) (GRS) deal

This is interesting. Thanks due to reader K for the headsup. IKN highlights in red and removes the AT sign from the howard's e-mail address (cos a day after getting it on a blog he'll be offered all sorts of pills and suction devices).

Law Offices of Howard G. Smith Announces Investigation On Behalf of Shareholders of Capital Gold Corporation in Connection with the Proposed Acquisition of the Company by Gammon Gold Inc.

BENSALEM, Pa.--(BUSINESS WIRE)--Law Offices of Howard G. Smith announces that it is investigating potential claims against the board of directors of Capital Gold Corporation (“Capital Gold” or the “Company”) (AMEX:CGC) related to the Company’s agreement to be acquired by Gammon Gold Inc. (“Gammon”). The proposed transaction is valued at approximately $288 million.

Under the terms of the definitive merger agreement entered into by the parties, Gammon will acquire all of the outstanding common shares of Capital Gold for a cash payment of $0.79 and 0.5209 common shares of Gammon for each Capital Gold share. The proposed transaction implies a value of $4.57 per Capital Gold share, based on Gammon’s September 24, 2010 closing price on the NYSE. If the transaction is completed, it is expected that current Capital Gold shareholders will own approximately 20% of Gammon. The transaction is expected to close in late 2010. The investigation concerns possible breaches of fiduciary duty and other violations of law related to approval of the proposed transaction by Capital Gold’s board of directors.

If you are a shareholder of Capital Gold, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Howard G. Smith, Esquire, of Law Offices of Howard G. Smith, 3070 Bristol Pike, Suite 112, Bensalem, Pennsylvania 19020 by telephone at (215) 638-4847, Toll Free at (888) 638-4847, or by email to howardsmit AT howardsmithlaw.com, or visit our website at http://www.howardsmithlaw.com.

Hey, wanna know what the Can of Corn thinks of the Timmins (TMM.v) bid for Capital Gold (CGC.to)?

Sure. Can of Corn thinks this:

Timmins (TMM) to buy Capital Gold (CGC) - quick take...~$275mm deal

 

- Hostile,  non-binding proposal. All stock - exchange 2.27, 26% premium to 20 day vwap, implying a C$4.50/share value. TMM has 17% of CGC share holders locked up.

 

=>   VIEW: apparently Gammon Gold (GAM) had a look  at CGC in the last 10-20 months.  Additionally, CGC's B.O.D has not been receptive.

 

- AGI, GAM, BTO & NGD operate assets in the region - this suggests further optionality for a higher bid

 

-  TMM would have some of the lowest valued paper of the group, and would probably get trumped in a competitive situation

 

- This acquisition does makes sense for TMM as they have producing gold mines in Sonora State , Mexico - similar to CGC.

 

 =>  Once we have more info/details (ie. valuation metrics etc.), we will  forward

DYODD, dude.

Capital Gold (CGC.to) (CGLD.ob): Trouble at mill

Thanks to reader "J" for the headsup.

What's the story over at Capital Gold Corp (CGC.to) (CGLD.ob)? The question arises cos it seems like things are getting a trifle, teeny, eensy-weensy bit antsy at board level. Well what would you call it when there's an en-masse resignation of board members and stuffy letters written to chairpeople that file their filings at the end of the week without bothering to mention a thing to shareholders?

Here's the SEC Ref F 8-K you need to read and here's the meat below. Also, keep reading cos underneath Otto got the letters written by two of the pissed-off/pissed-on ex-directors of CGC.to that make it pretty obvious that what went down on August 28th was clearly one of those moments that can easily be described as "a stormy meeting".

On August 28, 2009, Ian A. Shaw resigned as a director of Capital Gold Corporation (the “Company”). At the time of his resignation, Mr. Shaw served as the chairman of the Audit Committee and a member of the Mergers and Acquisitions Committee and Compensation Committee of the board of directors (the “Board”). The resignation followed Mr. Shaw’s receipt of a letter from Gifford A. Dieterle, Chairman of the Board, President and Treasurer of the Company, requesting Mr. Shaw’s resignation due to, as expressed in the letter, inadequate performance as chairman of the Mergers and Acquisitions Committee that allegedly resulted in financial harm. In Mr. Shaw’s resignation letter, he disputed the allegations in Mr. Dieterle's letter and informed the Company of his disagreement with Mr. Dieterle's evaluation of his performance. A copy of Mr. Shaw’s resignation letter is attached hereto as an exhibit.

On August 28, 2009, John T. Postle resigned as a director of the Company effective as of the resolution of certain issues with his outstanding options. At the time of his resignation, Mr. Postle served as a member of the Audit Committee, Compensation Committee and the Mergers and Acquisitions Committee of the Board.

On September 2, 2009, Mark T. Nesbitt resigned as a director of the Company. At the time of his resignation, Mr. Nesbitt served as a member of the Audit Committee, Compensation Committee and the Mergers and Acquisitions Committee of the Board. The resignation followed Mr. Nesbitt’s receipt of an email from John Brownlie, a member of the Board and the Chief Operating Officer of the Company, raising questions about Mr. Nesbitt’s performance and certain actions taken as an independent director. In Mr. Nesbitt’s resignation letter, he informed the Company of his disagreement with Mr. Brownlie’s concerns, the Board’s failure to consider the views of the independent directors and with the strategic direction of the Company. A copy of Mr. Nesbitt’s resignation letter is attached hereto as an exhibit.

xxxxxxxxxxxxx

Mr. Gifford A. Dieterle

Chairman, President and Treasurer

Capital Gold Corporation

76 Beaver Street

New York, NY 10005

Dear Sir

From your letter seeking my resignation it would appear that that I have lost the confidence of you, management and the Board of Capital Gold. While I seriously dispute the allegations you have made nevertheless I hereby resign from the Board of Directors of Capital Gold Corporation effective immediately. I have been granted certain options which I will exercise and I will submit an expense report for out of pocket costs incurred up until today.

Yours truly

Ian A. Shaw

UPDATE: Date-stamped 1:52pm, the dudes at CGC.to must have read IKN and thought "Oh crap, we gotta tell them now". Here's the link to the announcement and note the highly prized new boys are also in charge of the financial trainwreck also known as Palladon Ventures, sharing board seats with Capital's COO, John Brownlie.