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We expect to produce approximately 65,000 to 70,000 ounces of gold in fiscal year 2011. Sonora, Mexico

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Message: Capital Gold Letter to Stockholders - Gammon Gold Merger Preferable
Capital Gold Letter to Stockholders Explains Why Gammon Gold Merger Preferable to Timmins
NEW YORK, March 1, 2011 /PRNewswire/ -- Capital Gold Corporation (AMEX: CGC; TSX: CGC) today sent a letter to its stockholders urging them to vote FOR the merger with Gammon Gold.

Highlights of the letter include a number of compelling reasons that the Capital Gold board of directors considered in their unanimous recommendation supporting the Gammon Gold merger:

  • The Gammon merger consideration provides a significant premium to market with a cash component
  • The superior trading liquidity of Gammon Gold stock
  • Balance sheet strength
  • Opportunity for operating synergies
  • Strong management team with operating track record
  • Visibility as a Mid-Tier producer

The letter goes on to urge stockholders to reject the self-serving attempt by Timmins Gold to block the Gammon Gold merger and take control of the Capital Gold board. The letter details the reasons that Capital Gold's board has unanimously rejected the Timmins offer on four separate occasions. Highlights of the reasons outlined in the letter include the following:

  • Timmins does not have enough cash and will need to raise additional cash to complete the proposed transaction.
  • Timmins will need to raise an estimated $100 million this year to complete the transaction and deliver on capital requirements which will be dilutive to stockholders.
  • Capital Gold's belief that Timmins' management does not have substantial operating experience and lacks sufficient depth to execute a transformational merger and to operate the combined companies going forward.
  • Timmins' stock is illiquid.
  • The risk and potential for delay as the Timmins offer is contingent on a number of conditions being met, including the approval of Timmins' own shareholders, due diligence and Timmins' approval of its shares trading on a higher exchange.
  • Since there is no cash component to the Timmins offer, this may require that CGC's taxable US investors sell Timmins shares to cover tax liabilities arising out of a Timmins/CGC merger.

The letter to stockholders is available at the SEC's website at http://www.sec.gov and will also be available at www.capitalgoldcorp.com

Stockholders with questions should contact Capital Gold's proxy solicitors, MacKenzie Partners, toll-free at 1-800-322-2885, or Laurel Hill Advisory Group, toll-free at 1-800-385-3006.

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