UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


FORM
10-K/A


x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15 (d) OF THE


SECURITIES
EXCHANGE ACT OF 1934


FOR THE
FISCAL YEAR ENDED JULY 31, 2010


o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





Commission
File No. 001-34618





CAPITAL GOLD
CORPORATION


(Exact
name of registrant as specified in its charter)




State of Delaware
                  
                  13-3180530(State
      or other jurisdiction of
                  
                  (I.R.S.
      EmployerIncorporation
      or organization)
                  
                  Identification
      No.)





76 Beaver Street, 14thFloor, New York, New York
                
                10005(Address
      of principal executive offices)
                
                (Zip
      Code)





Registrant’s
telephone number, including area code:  (212) 344-2785





Securities
registered under Section 12(b) of the Act:   none


Securities
registered under Section 12(g) of the Act: Common Stock, par value $.0001 per
share





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes o    No
x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes
o   No
x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.   Yes x   No o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulations S-K (§ 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of the registrant’s knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of "large accelerated filer,” “accelerated filer" and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


o Large accelerated
filer             
x Accelerated
filer


o Non-accelerated
filer               
o Smaller Reporting
Company





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).




Yes o   No o





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes oNo x





The
aggregate market value of the voting and non-voting common equity on January 31,
2010 held by non-affiliates computed by reference to the closing price of the
issuer’s Common Stock on that date, was $95,199,958 based upon the closing price
($2.94) multiplied by the 32,380,938 shares of the issuer’s Common Stock held by
non-affiliates.





The number of shares outstanding of
each of the issuer’s classes of common equity as of November 1, 2010:
61,324,632.










EXPLANATORY
NOTE




Capital
Gold Corporation (unless the context otherwise requires, includes its direct and
indirect subsidiaries and is referred to as “Company,” “we,” “us” or “our”) is
filing this Amendment No. 1 (the “Amendment”) to its Annual Report on
Form 10-K for the fiscal year ended July 31, 2010, which was
originally filed on October 14, 2010 (the “Original Filling”)because
the Company may not file a definitive proxy statement containing the information
required by Part III within 120 days after the end of the fiscal year covered by
the Original Filing. This Form 10-K/A amends Part III of the Original Filing and
deletes the incorporation by reference of our definitive proxy statement from
Items 11 through 14.




This
Amendment amends and restates in its entirety Items 11 through 14 and the
management certifications filed as exhibits in Item 15 to the Original Filing,
which have been re-executed and re-filed as of the date of this Amendment. 
This Amendment also adds the material contracts of the Company’s August 2, 2010
acquisition target, Nayarit Gold Inc., to Item 15 of the Original Filing. This
Amendment to adds information to Item 10 concerning Capital Gold’s directors,
Audit Committee, Compliance with Section 16(a) of the Exchange Act, Code of
Ethics and any material changes to the procedures by which stockholders may
recommend nominees to the Company’s board of directors. This Amendment does not
affect any other parts of, or exhibits to, the Original Filing.




Except as
expressly stated in this Amendment, this Amendment continues to speak as of the
date of the Original Filing, and we have not updated the disclosure contained in
the Amendment to reflect events that have occurred since the filing of the
Original Filing.  Accordingly, this Amendment must be read in conjunction
with our other filings, if any, made with the SEC subsequent to the filing of
the Original Filing, including amendments to those filings, if any.




Amounts
included in this Amendment are in thousands, except for share and per share
amounts.


1





CAPITAL
GOLD CORPORATION


2010
ANNUAL REPORT ON FORM 10-K/A


TABLE
OF CONTENTS





Part IIIItem
      11.
                      Executive
      Compensation.
                      5Item
      12.
                      Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
                      24Item
      13.
                      Certain
      Relationships and Related Transactions and Director
      Independence
                      25Item
      14.
                      Principal
      Accounting Fees and Services.
                      26Part IVItem
      15.
                      Exhibits,
      Financial Statement Schedules.
                      27Signatures
                      28




This
Amendment is for the year-ended July 31, 2010. This Amendment, along with
our Original Filing, modifies and supersedes documents filed prior to the
Original Filing, as hereby amended. The SEC allows us to “incorporate by
reference” information that we file with the SEC, which means that we can
disclose important information to you by referring you directly to those
documents. Information incorporated by reference is considered to be part of our
Annual Report.  However, we have chosen to file Part III, Items 11
through 14 of the Original Filing through this Amendment.  In addition,
information that we file with the SEC in the future will automatically update
and supersede information contained in the Original Filing, as hereby
amended.


2





PART III





Item 10. Directors, Executive
Officers and Corporate Governance.





Directors
and Executive Officers




Capital
Gold’s current directors and executive officers are as follows:




Name
              
              Age
              
              PositionStephen
      M. Cooper
              
              46
              
              Chairman
      of the BoardColin
      Sutherland
              
              39
              
              President,
      DirectorJohn
      W. Cutler
              
              61
              
              DirectorGary
      C. Huber
              
              59
              
              DirectorChristopher
      M. Chipman
              
              37
              
              Chief
      Financial OfficerJ.
      Scott Hazlitt
              
              58
              
              Chief
      Operating Officer, Director





Directors
are elected at the meeting of stockholders called for that purpose and hold
office until the next stockholders meeting called for that purpose or until
their resignation or death.  Officers of Capital Gold are elected by the
directors at meetings called by the directors for its purpose.




STEPHEN
M. COOPER has been a Director since October 2009 and was named Chairman of the
Board in March 2010. Mr. Cooper has over 20 years of experience in the energy
technology industry.  He is has served since 2008 as the President of
EnergyIQ, a Denver based exploration and production data management group for
the oil and gas industry.  Previously, he worked for over 14 years with IHS
Energy, a technical information and decision making tools provider, holding the
position of CTO.  Mr. Cooper has a Ph.D. in Mining and a bachelor’s degree
in Mining Engineering, both from Nottingham University. Dr. Cooper brings
advanced degrees in mining and mining engineering as well as practical
experience in management of an exploration and production company.




COLIN
SUTHERLAND,President and Director,
has been with the company since August 2010 and is the former President and
Chief Executive Officer of Nayarit Gold, Inc.  Prior to joining Nayarit,
Mr. Sutherland was a Director and Chief Financial Officer of Gammon Gold Inc.
("Gammon") from 2004 to 2007, where he was involved in Gammon's growth from an
exploration stage company to a producing mining company with a market
capitalization of over Cdn $2 billion.  Mr. Sutherland also was a Director
and Chief Financial Officer of Mexgold Resources Inc. from 2004 to 2006. 
Mr. Sutherland has extensive experience in financing mineral exploration. 
Mr. Sutherland is a Chartered Accountant and a graduate of Saint Francis Xavier
University in Antigonish, Nova Scotia.





JOHN W.
CUTLER has been a Director since September 2009. Mr. Cutler has over 35 years of
experience in the investment management and securities industries. He has served
since 2009 as the President, Chief Executive Officer and a director since 2008
of Palladon Ventures, Ltd. Mr. Cutler is also currently serving as the Managing
General Partner of Par Associates, an investment partnership which he organized
in 1988. Previously, from 2005 to 2009, Mr. Cutler served as a strategist at
Swank Capital, LLC, a multi-fund manager specializing in energy and natural
resource investments. Mr. Cutler also previously held positions with John S.
Herold, Inc., and the Capital Markets Group of SmithBarney, Inc., and First
Boston Corporation.




Mr.
Cutler brings over 35 years experience in investment management and securities
focusing on energy and natural resources.  He also brings practical
experience in developing natural resources through his efforts to advance the
Iron Mountain Project at Palladon..  His experience in finance qualifies
him to serve as chair of the Audit Committee and enable him to bring an
investor-centric perspective to the board discussions.




GARY C.
HUBER has been a Director since August 2010.  Dr. Huber currently serves as
President and CEO of Neutron Energy Inc., a privately owned uranium development
company. During his 35-year career in the natural resource industry, Dr. Huber
was a founder of Canyon Resources Corporation, a precious metal and industrial
mineral mining company. During his time there as a Director, Canyon Resources
grew from a strictly grass roots exploration company into an entity that
developed and operated three open-pit heap leach gold mines and two industrial
minerals processing facilities. He resigned his position in January 2006. 
He also worked as an executive consultant with International Royalty
Corporation, a public company that acquired and created natural resource
royalties. Dr. Huber has a Ph.D. from the Colorado School of Mines. His
experience in finance qualifies him to serve as a member of the Audit
Committee.


3


CHRISTOPHER
M. CHIPMAN is Capital Gold’s Chief Financial Officer.  Mr. Chipman has been
Capital Gold’s Chief Financial Officer since March 1, 2006.  Since November
2000, Mr. Chipman has been a managing member of Chipman & Chipman, LLC, a
consulting firm that assists public companies with the preparation of periodic
reports required to be filed with the Securities and Exchange Commission and
compliance with Section 404 of the Sarbanes Oxley Act of 2002.  The firm
also provides outsourced financial resources to clients assisting in financial
reporting, forecasting and accounting services.  Mr. Chipman is a CPA and,
from 1996 to 1998, he was a senior accountant with the accounting firm of Grant
Thornton LLP. Mr. Chipman was the Controller of Frontline Solutions, Inc., a
software company (March 2000 to November 2000); a Senior Financial Analyst for
GlaxoSmithKline (1998-2000); and an Audit Examiner for Wachovia Corporation
(1994-1996).  He received a B.A. in Economics from Ursinus College in 1994
and is a Certified Public Accountant.  He is a member of the American and
Pennsylvania Institute of Certified Public Accountants.




J. SCOTT
HAZLITT, Chief Operating Officer and Director, has been in the mining business
since 1974. Since 2001, he has been focused on development of our El Chanate
concessions and  currently oversees all aspects of our
operations.  He previously worked as V.P. Mine Development and worked
primarily in reserves, feasibility, development and mine operations.  Mr.
Hazlitt was a  field geologist for ARCO Syncrude Division at their CB
oil Shale project in 1974 and 1975.  He was a contract geologist for
Pioneer Uravan and others from 1975 to 1977.  He was a mine geologist for
Cotter Corporation in 1978 and 1979, and was a mine geologist for ASARCO from
1979 to 1984.  He served as Vice President of Exploration for Mallon
Minerals from 1984 to 1988.  From 1988 to 1992, Mr. Hazlitt was a project
geologist and Mine Superintendent for the Lincoln development project. 
From 1992 to 1995, he was self-employed as a consulting mining geologist in
California and Nevada.   He was Mine Operations Chief Geologist for
Getchell Gold from 1995 to 1999.  His work experience has included precious
metals, base metals, uranium, and oil shale.  Mr. Hazlitt served as mine
manager at our Hopemore Mine in Leadville, Colorado starting in November
1999.  His highest educational degree is Master of Science from Colorado
State University.  He is a registered geologist in the state of
California.  He is a certified professional geologist (CPG) by the American
Institute of Professional Geologists, and meets the requirements of a "qualified
person" under Canadian National Instrument 4-3-101.




Capital
Gold’s Board of Directors is responsible for the management and direction of our
company and for establishing broad corporate policies. A primary responsibility
of the Board is to provide effective governance over our affairs for the benefit
of our stockholders. In all actions taken by the Board, the Directors are
expected to exercise their business judgment in what they reasonably believe to
be the best interests of our company. In discharging that obligation, Directors
may rely on the honesty and integrity of our senior executives and our outside
advisors and auditors.




On
November 18, 2009, the Board of Directors determined that Leonard Sojka, a
former director, John Cutler and Stephen Cooper were “independent directors”
under Section 121B(2)(a) of the NYSE EURONEXT Company Guide.




The Board
of Directors met thirteen times during fiscal 2010 and acted by unanimous
written consent on twelve occasions.  Each of the directors attended the
meetings of the Board of Directors they were eligible to attend and the total
number of meetings held by all committees on which they served.




Recognizing
that director attendance at Capital Gold’s annual meetings of stockholders can
provide stockholders with an opportunity to communicate with members of the
Board, Capital Gold strongly encourages (but does not require) members of the
Board to attend such meetings.




On
March 11, 2010, the Company entered into an agreement with Gifford A.
Dieterle , the Chief Executive Officer (“CEO”) of the
Company  and Chairman of the Board, pursuant to which Dieterle
resigned his position as CEO and Chairman of the Board, effective March 18,
2010.





On April 29, 2010, the Company entered
into a severance agreement and general release with John Brownlie, the Company’s
President and Chief Operating Officer (“COO”), pursuant to which Mr. Brownlie’s
employment agreement terminated and he resigned as President and COO effective
upon the consummation of the Business combination between the Company and
Nayarit Gold on August 2, 2010.





On August
4, 2010, Mr. Leonard Sojka resigned as a member of the Board of Directors of the
Company.  Mr. Sojka did not resign from the Company’s Board of Directors as
a result of any disagreements with the Company on any matter relating to the
Company’s operations, policies or practices.





On August
27, 2010, the Board of Directors of the Company appointed Mr. Gary Huber to the
Board. Mr. Huber was also appointed as a member of the Audit Committee, the
Compensation Committee, the Nominating and the Corporate Governance Committee of
the Board.





The Board
of Directors currently has four standing committees:  an Audit
Committee, a Corporate Governance and Nominating Committee, a Compensation
Committee and a Mergers and Acquisitions Committee.


4


Compliance
with Section 16(a) of the Exchange Act




To
Capital Gold’s knowledge, during the fiscal year ended July 31, 2010, based
solely on a review of such materials as are required by the SEC, no officer,
director or beneficial holder of more than ten percent of its issued and
outstanding shares of Common Stock failed to timely file with the SEC any form
or report required to be so filed pursuant to Section 16(a) of the Exchange Act,
except for Form 4s in respect of option grants awarded to Christopher Chipman
and Scott Hazlitt on July 26, 2010 which related reports were filed on October
12 and October 13, 2010, respectively.




Audit
Committee




The Audit
Committee is a separately-designated standing committee established in
accordance with section 3(a)(58)(A) of the Exchange Act and currently consists
of John W. Cutler, Committee Chairman, Gary C. Huber and Stephen M. Cooper, the
non-employee members of the Board. The Board has determined that Mr. Cutler
qualifies as an “audit committee financial expert” as that term is defined by
the rules and regulations of the SEC. Mr. Cutler is an independent
director.




Code
of Ethics and Business Conduct




Capital
Gold adopted a Code of Ethics that applies to its officers, directors and
employees, including its principal executive officer, principal financial
officer and principal accounting officer. The Code of Ethics is publicly
available on Capital Gold’s website at www.capitalgoldcorp.com, where it may be
found under the Corporate Info; Corporate Governance tab. You also may obtain a
copy of this code by written request to Capital Gold’s Office Manager at 76
Beaver Street, 14th Floor, New York, NY 10005. Capital Gold’s Board of Directors
is required to approve any substantive amendments to this code of ethics or
grant any waiver, including any implicit waiver, from a provision of the code to
its chief executive officer, principal financial officer or principal accounting
officer and it will disclose the nature of such amendment or waiver in a report
on Form 8-K within four business days.





Item
11.  Executive
Compensation.





Board
Leadership Structure and Role in Risk Oversight




The
Capital Gold Board of Directors does not have a policy, one way or the other, on
whether the same person should serve as both the chief executive officer and
chairman of the board or, if the roles are separate, whether the chairman should
be selected from the non-employee directors or should be an employee. The board
may appoint a Lead Director who shall: (i) preside at all meetings of the Board
at which the Chairman is not present, including executive sessions of the
independent directors; (ii) serve as liaison between the Chairman and the
independent directors; (iii) approve information sent to the Board; (iv) approve
meeting agendas for the Board; (v) approve meeting schedules to assure that
there is sufficient time for discussion of all agenda items; (vi) have the
authority to call meetings of the independent directors; and (vii) if requested
by major stockholders, ensure that he or she is available for consultation and
direct communication.  The Board believes that it should have the
flexibility to make these determinations at any given point in time in the way
that it believes best to provide appropriate leadership for Capital Gold at that
time.  Due to the resignation of Gifford A. Dieterle on March 18, 2010, the
Board had taken steps to assign his various duties to other senior executives of
Capital Gold.  The Board believes that a leadership structure, whereby an
individual serves as both chief executive officer and board chairman, is
appropriate given the efficiencies of having the chief executive officer also
serve in the role of chairman and Capital Gold’s strong corporate governance
structure.




The
Capital Gold Board, either as a whole or through its committees, regularly
discusses with management strategic and financial risks and exposures associated
with Capital Gold’s annual operating budget, their potential impact on Capital
Gold and the steps taken to manage them.  While the Board of Directors is
ultimately responsible for risk oversight at Capital Gold, the Board’s
committees assist the Board in fulfilling its oversight responsibilities in
certain areas of risk.  In particular, the Audit Committee focuses on
financial and enterprise risk exposures and discusses with management, and the
independent registered public accountants Capital Gold’s policies with respect
to risk assessment and risk management, including risks related to financial
reporting, tax, accounting, disclosure, internal control over financial
reporting, financial policies and credit and liquidity matters.  The
Corporate Governance and Nominating Committee assists the Board of Directors in
fulfilling its duties and oversight responsibilities relating to Capital Gold’s
compliance and ethics programs, including compliance with legal and regulatory
requirements.  The Corporate Governance and Nominating Committee also
annually review Capital Gold’s corporate governance guidelines.  Finally,
the Compensation Committee assists the Board in fulfilling its oversight
responsibilities with respect to the management of risks arising from Capital
Gold’s compensation policies and programs and focuses on succession planning for
the executive officers.




Committees




Audit
Committee




The Audit
Committee currently consists of John W. Cutler, Committee Chairman, Gary C.
Huber and Stephen M. Cooper, the non-employee members of the Board.  The
Board of Directors has determined that all three members satisfy the definition
of “independent directors” in Rule 10A-3(b)(1)(ii) under the Securities Exchange
Act of 1934 (the “Exchange Act”). The Audit Committee met on four occasions in
fiscal 2010. All committee members were present at the meetings. Representatives
of our independent auditor were in attendance at one meeting without management
present.


5


The Board
has determined that Mr. Cutler qualifies as an “audit committee financial
expert” as that term is defined by the rules and regulations of the
SEC.




The Audit
Committee acts pursuant to the Audit Committee Charter as adopted by the
Board.  The charter is available on our website at www.capitalgoldcorp.com,
and can be found under the Corporate Info; Corporate Governance tab.  The
Audit Committee reviews and evaluates the charter annually to ensure its
adequacy and accuracy, and is charged with performing an annual self-evaluation
and reporting the results of the evaluation to the full Board.




The Audit
Committee is directly responsible for the appointment, retention and
termination, and for determining the compensation of, Capital Gold’s independent
auditor engaged for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for Capital Gold. The Audit
Committee is also directly responsible for oversight of the work of the
independent auditor (including resolution of disagreements between management
and the independent auditor regarding financial reporting) engaged for the
purpose of preparing or issuing an audit report or performing other audit,
review or attest services for Capital Gold.  The Audit Committee reviews
the overall audit plan (both internal and external) with the independent auditor
and the members of management who are responsible for preparing Capital Gold's
financial statements, including Capital Gold's Chief Financial Officer, all
critical accounting policies and practices used or to be used by Capital Gold,
Capital Gold's disclosures under "Management's Discussion and Analysis of
Financial Conditions and Results of Operations" prior to the filing of Capital
Gold's Annual Report on Form10-K, and significant financial reporting issues
that have arisen in connection with the preparation of such audited financial
statements.




The Audit
Committee also reviews any analyses prepared by management and/or the
independent auditors setting forth significant financial reporting issues and
judgments made in connection with the preparation of financial statements,
including analyses of the effects of alternative Generally Accepted Accounting
Principles methods on the financial statements, major issues as to the adequacy
of Capital Gold's internal controls and any special audit steps adopted in light
of material control deficiencies; major issues regarding accounting principles
and procedures and financial statement presentations, including any significant
changes in Capital Gold's selection or application of accounting principles; and
the effects of regulatory and accounting initiatives, as well as off-balance
sheet transactions and structures, on the financial statements of Capital
Gold.




Corporate
Governance and Nominating Committee




The
Corporate Governance and Nominating Committee currently consists of Stephen M.
Cooper, Committee Chair, John W. Cutler and Gary C. Huber. The Corporate
Governance and Nominating Committee, consisting entirely of independent
directors, proposes to the Board of Directors slates of directors to be
recommended for election at the Annual Meeting of Stockholders (and any
directors to be elected by the Board of Directors to fill vacancies) and slates
of officers to be elected by the Company’s Board of Directors. It also advises
the Board of Directors on various corporate governance issues, and leads the
Board of Directors in its annual review of the Board’s performance. The
Corporate Governance and Nominating Committee also is responsible for
recommending to the Board amounts of director compensation. Our Board of
Directors had nominated all directors for election in prior years as the Company
had not yet established a Corporate Governance and Nominating
Committee.




Capital Gold has established a process
for identifying and nominating director candidates. The following is an outline
of the process for nomination of candidates for election to the Board:
(a) the Chief Executive Officer, President, the Corporate Governance and
Nominating Committee or other members of the Board of Directors identify the
need to add new Board members, with careful consideration of the mix of
qualifications, skills and experience represented on the Board of Directors;
(b) the Chairman of the Corporate Governance and Nominating Committee
coordinates the search for qualified candidates with input from management and
other Board members; (c) the Corporate Governance and Nominating Committee
engages a candidate search firm to assist in identifying potential nominees, if
it deems such engagement necessary and appropriate; (d) selected members of
management and the Board of Directors interview prospective candidates; and
(e) the Corporate Governance and Nominating Committee recommends a nominee
and seeks full Board endorsement of the selected candidate, based on its
judgment as to which candidate will best serve the interests of Capital Gold’s
stockholders.




Although
the Capital Gold Board does not have a formal diversity policy, the Corporate
Governance and Nominating Committee and the board will consider such factors as
it deems appropriate to assist in developing a board of directors and committees
that are diverse in nature and comprised of experienced and seasoned
advisors.




The Board
of Directors has determined that directors should possess the following minimum
qualifications: (a) the highest personal and professional ethics, integrity
and values; (b) commitment to representing the long-term interest of the
stockholders; (c) broad experience at the policy-making level in business
and ability to exercise sound judgment in matters that relate to our industry;
and (d) sufficient time to effectively fulfill duties as a Board member.
The Corporate Governance and Nominating Committee consider any candidates
submitted by stockholders on the same basis as any other candidate. Any
stockholder proposing a nomination should submit such candidate’s name, along
with a curriculum vitae or other summary of qualifications, experience and
skills to the Secretary, Capital Gold Corporation, 76 Beaver Street, 14th Floor,
New York, New York 10005.  The request to nominate a director must be made
within the timeframe specified under “Deadline for Receipt of Stockholder
Proposals” below and accompanied by a statement by the nominee acknowledging
that he or she is willing to serve and, if elected, will owe a fiduciary
obligation to the Company and its stockholders.


6


The
Corporate Governance and Nominating Committee acts pursuant to the Corporate
Governance and Nominating Committee Charter as adopted by the Board.  The
charter is available on our website at www.capitalgoldcorp.com, and can be found
under the Corporate Info; Corporate Governance tab.  The Corporate
Governance and Nominating Committee reviews and evaluates the charter annually
to ensure its adequacy and accuracy.




Compensation
Committee




The
Compensation Committee currently consists of John W. Cutler, Chairman, Gary C.
Huber and Stephen M. Cooper.  Each is a “non-employee director,” as defined
in Rule 16b-3 of the Exchange Act and an “outside director,” as defined in
Section 162(m) of the Internal Revenue Code, as amended.  The Compensation
Committee met on two occasions in fiscal 2010 and acted by unanimous consent on
one occasion. All committee members were present at the meetings.




The
Compensation Committee acts pursuant to the Compensation Committee Charter as
adopted by the Board.  The charter is available on our website at
www.capitalgoldcorp.com, and can be found under the Corporate Info; Corporate
Governance tab.  The Compensation Committee reviews and evaluates the
charter annually to ensure its adequacy and accuracy.




The
Compensation Committee is responsible for determining the compensation for the
Chairman and Chief Executive Officer (“CEO”), the President and Chief Operating
Officer (“COO”) and Chief Financial Officer (“CFO”) as well as approving the
compensation structure for other executives of the Company. Further, the
Compensation Committee approves broad-based and special compensation plans
across the Company.




As set
forth in its charter, the Compensation Committee’s authority and responsibility
include but are not limited to:




·
            Review executive officer
      compensation for compliance with Section 16 of the Exchange Act and
      Section 162(m) of the Internal Revenue Code, as each may be amended from
      time to time, and any other applicable laws, rules and
      regulations.




·
            In consultation with the CEO, the
      COO and the CFO, review the talent development process within the Company
      to ensure it is effectively
managed.




·
            Annually review employee
      compensation strategies, benefits and equity
    programs.




·
            Annually review the share usage,
      dilution and proxy
disclosures.




·
            Review and approve employment
      agreements, severance arrangements and change in control agreements and
      provisions when, and if, appropriate, as well as any special supplemental
      benefits.




·
            Annually review the Company’s
      progress in meeting diversity goals with respect to the employee
      population




The
Compensation Committee has the authority to engage independent compensation
consultants or advisors, as it may deem appropriate in its sole discretion, and
to approve related fees and retention terms of such consultants or
advisors.  In 2007, the Compensation Committee engaged Mosteller &
Associates, Inc. (“Mosteller”) as its independent executive compensation
consulting firm.  Mosteller conducted a review of the total compensation of
Capital Gold’s executive officers and prepared reports for the review of the
Compensation Committee that were subsequently used in determining the
appropriate levels of compensation for each executive officer.  In April
2009, the Compensation Committee engaged the Hay Group as its independent
executive compensation consulting firm for the purpose of helping the
Compensation Committee evaluate its current compensation programs.  The Hay
Group conducted its review of the total compensation of Capital Gold’s executive
officers and presented its results for the review of the Compensation Committee.
The Compensation Committee will use these results in assisting in determining
the appropriate levels of compensation for each executive officer on a going
forward basis.




The Chief
Executive Officer attends the Compensation Committee meetings as management’s
representative.  No other executives participate in the compensation
process or attend the Compensation Committee meetings.  The CEO evaluates
and provides performance assessments and compensation recommendations for each
of the executive officers other than himself to the Compensation
Committee.  The Compensation Committee considers these recommendations in
its deliberations to set executive compensation.  The Compensation
Committee reviews the compensation package of the CEO and determines the
compensation package of the CEO in an executive session that the CEO does not
attend.  The CEO does not engage in discussions with the Compensation
Committee or the Compensation Committee’s independent compensation consulting
firm regarding his compensation package.




Compensation
Committee Interlocks and Insider Participation




None of
the members of the compensation committee have ever been an officer of Capital
Gold or any of its subsidiaries. No executive officer of Capital Gold during
fiscal 2010 served as a member of the Board of Directors or compensation
committee of any entity that has one or more executive officers serving as a
member of the Company’s Board of Directors or Compensation
Committee.


7


Compensation
Risks




Capital
Gold believes that risks arising from its compensation policies and practices
for its employees are not reasonably likely to have a material adverse effect on
it.  In addition, the Compensation Committee believes that the mix and
design of the elements of compensation do not encourage employees to assume
excessive risks because (1) as a mining business, Capital Gold does not face the
same level of risks associated with compensation for employees at financial
services (traders and instruments with a high degree of risk) or technology
companies (rapidly changing markets) and (2) the Compensation Committee’s
compensation decisions include subjective considerations, which restrain the
influence of formulae or objective factors on excessive risk
taking.




Corporate
Governance




The
Company has adopted the independence definitions and requirements of the NYSE
EURONEXT. The discussion below reflects such standards of independence. In
addition, the Company has adopted Corporate Governance Guidelines that outline
important policies and practices regarding the governance of the Company. Each
of the committees has also adopted a charter outlining responsibilities and
operations. The Corporate Governance Guidelines and the charters are available
at www.capitalgoldcorp.com
and are available in print upon request to the Investor Relations Department,
Capital Gold Corporation, 76 Beaver Street, 14th Floor New York, NY
10005.




Communication
with the Board of Directors




Interested
parties wishing to contact the Capital Gold Board of Directors may do so by
writing to the following address: Board of Directors, Capital Gold Corporation,
76 Beaver Street, 14th Floor, New York, NY 10005, Attn: Christopher M. Chipman,
Secretary. All letters received will be categorized and processed by Mr. Chipman
and then forwarded to the Board of Directors.




Compensation
of Directors




During
the fiscal year ended July 31, 2009, Capital Gold’s independent directors each
received a fee of $2 per month.  On August 18, 2010, the Company raised the
amount of fees paid to its independent directors from $2 per month to $5 per
month effective August 1, 2010.   Non-independent directors each
received $1 per month.  Directors are reimbursed for their accountable
expenses incurred in attending meetings and conducting their
duties.




On
January 19, 2010, at the recommendation of the Compensation Committee of the
Board of Directors, the Company’s Board of Directors approved the issuance of
50,000, 50,000, 50,000 options to Leonard J. Sojka, John Cutler and Stephen
Cooper, respectively, aggregating 150,000 stock options under our 2006 Equity
Incentive Plan. The stock options for Leonard J. Sojka, John Cutler, and Stephen
Cooper have a term of five years and vest 25,000 on January 19, 2010, 12,500 on
January 19, 2011 and 12,500 on January 19, 2012.  The exercise price of the
stock options is $3.60 per share (per the Plan, the closing price on the Toronto
Stock Exchange on the trading day immediately prior to the day of determination
converted to U.S. Dollars). In the event of a termination of continuous service
(other than as a result of a change of control, as defined in the Plan),
unvested stock options shall terminate and, with regard to vested stock options,
the exercise period shall be the lesser of the original expiration date or one
year from the date continuous service terminates. Upon a change of control, all
unvested stock options and unvested restricted stock grants immediately vest.
 The Company utilized the Black-Scholes method to fair value the 150,000
options received by these individuals totaling $324.  For the year ended
July 31, 2010 the Company recorded approximately $191 in equity compensation
expense on the vested portion of these stock options. The grant date fair value
of each stock option was $2.16.




The
following tables set forth the compensation paid to our independent directors
for the fiscal year ended July 31, 2010:




Director
                
                Fees
                  Earned or
                  Paid in
                  Cash ($)(2)
                
                
                Stock
                  Awards
                  ($)
                
                
                Option
                  Awards
                  ($)(1)
                
                
                All Other
                  Compensation
                  ($)(3)
                
                
                TotalStephen
      Cooper
                
                
                39
                
                
                
                -
                
                
                
                108
                
                
                
                -
                
                
                
                147John
      Cutler
                
                
                26
                
                
                
                -
                
                
                
                108
                
                
                
                -
                
                
                
                134Leonard
      Sojka
                
                
                46
                
                
                
                -
                
                
                
                108
                
                
                
                -
                
                
                
                154Ian
      A. Shaw(4)
                
                
                2
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                2John
      Postle(4)
                
                
                2
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                2Mark
      T. Nesbitt(4)
                
                
                2
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                2Roger
      Newell(4)
                
                
                3
                
                
                
                -
                
                
                
                -
                
                
                
                15
                
                
                
                18Robert
      Roningen(4)
                
                
                3
                
                
                
                -
                
                
                
                -
                
                
                
                25
                
                
                
                28








(1)
            Amounts shown
      reflect the aggregate grant date fair value of option awards computed in
      accordance with FASB ASC Topic 718. The fair value of each option award is
      estimated on the date of grant using the Black-Scholes option-pricing
      model and include amounts from stock option awards granted in fiscal 2010.
      Refer to Note 15 to Capital Gold’s Consolidated Financial Statements for a
      discussion of assumptions made in the valuation of option awards. 
      During fiscal 2010, option awards were comprised of: 1) 50,000 stock
      options each issued to Steve Cooper, Leonard Sojka and John Cutler at an
      exercise price of $3.60.


8





(2)
            Amounts
      shown for Stephen Cooper, John Cutler and Leonard Sojka also include
      committee fees earned with respect to business combination activity during
      the fiscal year ended July 31, 2010. Leonard Sojka acted as committee
      chair.  Fees earned were $15, $22 and $2 for Mr. Cooper, Mr. Sojka
      and Mr. Cutler, respectively.





(3)
            Amount
      shown for Robert Roningen and Roger Newell represents fees for legal and
      consulting services provided.





(4)
            Represents
      former director of the Company: Ian Shaw resigned effective August 28,
      2009, John Postle resigned effective August 28, 2009, Mark Nesbitt
      resigned effective September 2, 2009, Roger Newell resigned resigned
      effective November 4, 2009, Robert Roningen resigned effective November 2,
      2009.




On August
18, 2010, at the recommendation of the Compensation Committee of the Board of
Directors, the Company’s Board of Directors approved the issuance of 175,000,
175,000, 75,000 options to John Cutler, Stephen Cooper and Gary Huber,
respectively, aggregating 425,000 stock options under our 2006 Equity Incentive
Plan. The stock options for John Cutler, Stephen Cooper and Gary Huber have a
term of five years and vest one-third upon the first anniversary date and the
balance vest on a one-third basis annually thereafter.  The exercise price
of the stock options is $3.47 per share (per the Plan, the closing price on the
NYSE EURONEXT on the trading day immediately prior to the day of determination).
In the event of a termination of continuous service (other than as a result of a
change of control, as defined in the Plan), unvested stock options shall
terminate and, with regard to vested stock options, the exercise period shall be
the lesser of the original expiration date or one year from the date continuous
service terminates. Upon a change of control, all unvested stock options and
unvested restricted stock grants immediately vest.  The Company utilized
the Black-Scholes method to fair value the 425,000 options received by these
individuals totaling $823.  The grant date fair value of each stock option
was $1.94.





Executive Compensation of Capital Gold




Compensation
Discussion and Analysis




The
Compensation Discussion and Analysis (the “CD&A”) discusses the compensation
of our named executive officers for the fiscal year ended July 31, 2010. 
The named executive officers are: 1) Gifford A. Dieterle, our former Chief
Executive Officer, Director, Chairman and Treasurer,  2) John
Brownlie, our former President, Chief Operating Officer and Director, 3)
Christopher Chipman, Secretary and Chief Financial Officer, 4) Jeffrey
Pritchard, our former Executive Vice President, and  5) J. Scott
Hazlitt, Chief Operating Officer (collectively, the “named executive
officers”).




Objectives
and Philosophy of Executive Compensation




The
primary objectives of the Compensation Committee with respect to executive
compensation are to attract and retain the most talented and dedicated
executives possible, to tie annual and long-term cash and stock incentives to
achievement of measurable performance objectives, and to align executives'
incentives with stockholder value creation.  To achieve these objectives,
the Compensation Committee strives to implement and maintain compensation plans
that tie a substantial portion of executives' overall compensation to the
experience level of the executive or employee, the complexity and amount of
responsibility of the employee’s job, key strategic financial and operational
goals such as the establishment and maintenance of key strategic relationships,
the development and operation of our mining projects, the identification and
possible development of additional mining properties and the performance of our
common stock price. The Compensation Committee evaluates individual executive
performance with the goal of setting compensation at levels the Compensation
Committee believes are comparable with executives in other companies of similar
size and stage of development operating in the mining industry while taking into
account our relative performance and our own strategic goals.




The
Compensation Committee engaged Mosteller & Associates, Inc. (“Mosteller”),
an independent executive compensation consulting firm, to provide advice and
assistance in the area of executive and director compensation.  Mosteller
conducted a review of the total compensation of Capital Gold’s named executive
officers and prepared reports for the review of the Compensation Committee that
were subsequently used in determining the appropriate levels of compensation for
each executive officer.  Specifically, in accordance with the scope
directed by the Compensation Committee, Mosteller reviewed the compensation
packages paid to Capital Gold’s executives in 2006 and 2007, selected peer
sources against which to compare the data and analyzed comparable compensation
packages using appropriate regression analyses.




To
evaluate Capital Gold’s compensation packages, Mosteller identified four sources
of comparison:  (1) mining companies with revenues less than $10 million
and less than 100 employees that are headquartered in the northeastern United
States; (2) mining and natural resources divisions of utility companies with
revenues less than $50 million and less than 100 employees that are
headquartered in the States; (3) energy companies with revenues less than $50
million that are headquartered in the United States; and (4) a custom peer group
of mining companies that included Golden Star Resources, LTD, Miramar,
Northgate, Royal Gold, Inc., Coeur d’Alene Mines Corp., and Meridian Gold. 
Capital Gold believes that the companies in this custom peer group provide a
good basis of comparison because, similar to the Company, they are operational,
are producing product and have sizable assets and revenue streams.




In April
2009, the Compensation Committee engaged the Hay Group as its independent
executive compensation consulting firm for the purpose of helping the
Compensation Committee evaluate its current compensation programs.  The Hay
Group conducted its review of the total compensation of the Company’s executive
officers and presented its results for the review of the Compensation Committee.
The Compensation Committee will use these results in assisting in determining
the appropriate levels of compensation for each executive officer on a going
forward basis.


9


The Chief
Executive Officer attends the Compensation Committee meetings as management’s
representative.  No other executives participate in the compensation
process or attend the Compensation Committee meetings.  The CEO evaluates
and provides performance assessments and compensation recommendations for each
of the executive officers other than himself to the Compensation
Committee.  The Compensation Committee considers these recommendations in
its deliberations to set executive compensation.  The Compensation
Committee reviews the compensation package of the CEO and determines the
compensation package of the CEO in an executive session that the CEO does not
attend.  The CEO does not engage in discussions with the Compensation
Committee or the Compensation Committee’s independent compensation consulting
firm regarding his compensation package.




Elements
of Executive Compensation




Over the
past three years, Capital Gold was able to successfully develop and build the El
Chanate mine on time and within budget.  In addition, during the first year
of operations, Capital Gold maintained operating costs significantly below the
industry average disclosing positive cash flow from operations and net earnings
per share.  Also, Capital Gold funded all capital expenditures during
fiscal 2008, 2009 and 2010 from operating cash flow generated at the mine. 
As a result of these accomplishments, the Compensation Committee seeks to target
a total compensation program (including base salary, annual bonus, and the grant
value of equity incentives) at the 75% percentile of comparable market
practices. In the view of the Compensation Committee, this is the proper level
to target because the market for executive talent in the mining industry is
exceptionally competitive. In addition, other natural resource and materials
companies are typically more diverse than the Company and therefore face lower
potential volatility in performance results. The Compensation Committee believes
that an above market pay positioning strategy is appropriate to compensate for
the additional performance risk of being tied exclusively to gold.




Regular
Compensation




Regular
compensation, or base salary, is reviewed annually, and adjusted from time to
time to realign salaries with market levels after taking into account individual
responsibilities, performance and experience. This review will occur in the
fourth fiscal quarter of each year. The target base pay positioning of the 75%
percentile of the applicable benchmark as stated above for each position is
intended to be a guideline, and the Compensation Committee makes its decisions
within the context of market practices. However, this is not intended to be an
exact science. Other factors such as an individual’s performance, tenure and
experience, the performance of Capital Gold overall, any retention concerns and
the individual’s historical compensation and comparisons to peers at the Company
impact the decision-making process. The Compensation Committee does not weigh
any of these factors more heavily than others and does not use any formula to
assess these factors, but rather considers each factor in its judgment and at
its discretion.




During
fiscal 2010, our named executive officers salaries were reviewed by the
Compensation Committee.  It was determined that the salary levels were
consistent with the target pay positioning as stated above.  The base pay
for the current named executives is at the following levels:




Name
                    
                    Base PayChristopher
      M. Chipman, Chief Financial Officer
                    
                    $
                    225J.
      Scott Hazlitt, Chief Operating Officer
                    
                    $
                    200





Annual
Bonus




Gifford
A. Dieterle, our former Chief Executive Officer, Director, Chairman and
Treasurer, was paid a base salary of $288.  John Brownlie, our former
President, Chief Operating Officer and Director, was paid a base salary of $275,
and Jeffrey Pritchard, our former Executive Vice President, was paid a base
salary of $224.




The
compensation program for named executive officers includes eligibility for both
an annual performance-based cash bonus and equity incentive award.  Capital
Gold did formally establish corporate or individual performance targets prior
to, or at the beginning of, fiscal year 2010.  At the conclusion of fiscal
2010, the Compensation Committee reviewed the performance of Capital Gold and
each executive during fiscal 2010.  The Compensation Committee noted
several achievements, including, but not limited to, the increase in ore mined,
the increase in ounces produced, the increase in the proceeds from sales of gold
and silver, the increase in gold reserves, the completion of certain capital,
the near completion of the Nayarit Gold, Inc. business combination, the listing
of our Company’s common stock on the NYSE EURONEXT in conjunction with reverse
stock split, and closed a First Amended and Restated Credit Agreement with
Standard Bank Plc., which increased the Company's previous line of
credit.


10


On January 19, 2010, at the
recommendation of the Compensation Committee of the Board of Directors, the
Company’s Board of Directors approved the issuance of 500,000 stock options
under our 2006 Equity Incentive Plan. The stock options have a term of five
years and vest as follows: one-third vested upon issuance and the balance vests
on a one-third basis annually thereafter. The exercise price of the stock
options is $3.60 per share (per the Plan, the closing price on the Toronto Stock
Exchange on the trading day immediately prior to the day of determination
converted to U.S. Dollars). In the event of a termination of continuous service
(other than as a result of a change of control, as defined in the Plan),
unvested stock options shall terminate and, with regard to vested stock options,
the exercise period shall be the lesser of the original expiration date or one
year from the date continuous service terminates. Upon a change of control, all
unvested stock options and unvested restricted stock grants immediately vest.
 The Company utilized the Black-Scholes method to fair value the 500,000
options received by this individual totaling $1,081.  For the year ended
July 31, 2010 the Company recorded approximately $360 in equity compensation
expense on the vested portion of these stock options.  The unvested
portion, or two-thirds, of these options terminated upon the resignation of Mr.
Brownlie on July 1, 2010. The grant date fair value of each stock option was
$2.16.





The stock
options awarded on January 19, 2010 were granted as a method to provide
incentive compensation to Capital Gold’s named executive officers.  The Compensation
Committee believes that the recipients are motivated by the potential
appreciation of the stock price over time and will remain committed to Capital
Gold while the grants vest.





On July 26, 2010, at the recommendation
of the Compensation Committee of the Board of Directors, the Company’s Board of
Directors approved the issuance of 25,000 stock options to Christopher Chipman
and Scott Hazlitt, respectively, aggregating 50,000 stock options under our 2006
Equity Incentive Plan. The stock options have a term of five years and vest as
follows: 50% vested upon issuance and the balance vests 25% annually thereafter.
The exercise price of the stock options is $3.73 per share (per the Plan, the
closing price on the NYSE EURONEXT on the trading day immediately prior to the
day of determination). In the event of a termination of continuous service
(other than as a result of a change of control, as defined in the Plan),
unvested stock options shall terminate and, with regard to vested stock options,
the exercise period shall be the lesser of the original expiration date or one
year from the date continuous service terminates. Upon a change of control, all
unvested stock options and unvested restricted stock grants immediately vest.
 The Company utilized the Black-Scholes method to fair value the 50,000
options received by these individuals totaling $105.  For the year ended
July 31, 2010 the Company recorded approximately $53 in equity compensation
expense on the vested portion of these stock options, respectively. The grant
date fair value of each stock option was $2.10.





The stock
options awarded on January 19, 2010 and July 26, 2010 were granted as a method
to provide incentive compensation to Capital Gold’s named executive
officers.  The Compensation
Committee believes that the recipients are motivated by the potential
appreciation of the stock price over time and will remain committed to Capital
Gold while the grants vest.





Executive Officers
                    
                    Stock OptionsJohn
      Brownlie
                    
                    
                    500,000Christopher
      Chipman
                    
                    
                    25,000Scott
      Hazlitt
                    
                    
                    25,000





On
January 19, 2010, the Compensation Committee of the Board of Directors of
the Company approved a new employment agreement (the “Agreement”) for John
Brownlie, the Company’s President, Chief Operating Officer and a Director
of the Company. The term of the agreement is for three years commencing
January 19, 2010, and will automatically extend for consecutive one-year terms
unless Mr. Brownlie or the Company notifies the other party that it does not
wish to extend the Agreement. The Agreement provided for an initial base
salary to Mr. Brownlie of $275 plus an immediate payment of $375 for
reaching certain milestones. The Agreement provided for an additional payment
upon the accomplishment of other goals.




On July
26, 2010, at the recommendation of the Compensation Committee and upon approval
by the Board of Directors, Capital Gold’s executive officers were awarded cash
bonuses.  The specific cash bonuses and awards are set forth
below.




Executive Officers
                    
                    Cash BonusJohn
      Brownlie
                    
                    $
                    375Christopher
      Chipman
                    
                    $
                    100Scott
      Hazlitt
                    
                    $
                    100





On a
going forward basis, the Compensation Committee will determine the cash bonus
and/or equity incentive award based on the level of achievement of the financial
and operational goals of Capital Gold and for the level of achievement of annual
performance objectives of each individual named executive officer. These
objectives may vary depending on the individual executive, but will relate
generally to strategic factors such as establishment and maintenance of key
strategic relationships, the development and operation of our mining projects,
the identification and possible development of additional mining properties, and
to financial factors such as raising capital and improving our results of
operations. Bonuses, if awarded, are determined at the sole discretion of the
Board of Directors as recommended by the Compensation
Committee.


11





2006
Equity Incentive Plan




The 2006
Equity Incentive Plan (the “Plan”) is intended to attract and retain individuals
of experience and ability, to provide incentive to our employees, consultants,
and non-employee directors, to encourage employee and director proprietary
interests in us, and to encourage employees to remain in our employ.  Each
of the named executive officers is eligible for annual equity awards, which are
granted pursuant to the Plan.




The Plan
authorizes the grant of non-qualified and incentive stock options, stock
appreciation rights and restricted stock awards (each, an “Award”). A maximum of
4,375,000 shares of common stock are reserved for potential issuance pursuant to
Awards under the Plan.  Unless sooner terminated, the Plan will continue in
effect for a period of 10 years from its effective date.




The Plan
is administered by our Board of Directors which has delegated the administration
to our Compensation Committee.  The Plan provides for Awards to be made to
such of our employees, directors and consultants and our affiliates as the Board
may select.




Stock
options awarded under the Plan may vest and be exercisable at such times (not
later than 10 years after the date of grant) and at such exercise prices (not
less than Fair Market Value at the date of grant) as the Board may
determine.  Unless otherwise determined by the Board, stock options shall
not be transferable except by will or by the laws of descent and distribution.
The Board may provide for options to become immediately exercisable upon a
“change in control,” as defined in the Plan.  We believe this
single-trigger is appropriate to ensure that continuing employees are treated
the same as terminated employees with respect to outstanding equity
grants.  No options may be granted under the Plan after the tenth
anniversary of its effective date.  Unless the Board determines otherwise,
there are certain continuous service requirements and the options are not
transferable.  On July 23, 2009, at the recommendation of the Compensation
Committee and upon approval by the Board of Directors, Capital Gold amended the
2006 Equity Incentive Plan to provide for cashless exercises of options by
participants under the Plan. Payment of the option exercise price may be made
(i) in cash or by check payable to Capital Gold, (ii) in shares of Common Stock
duly owned by the optionholder (and for which the optionholder has good title
free and clear of any liens and encumbrances), valued at the Fair Market Value
on the date of exercise, or (iii) by delivery back to Capital Gold from the
shares acquired on exercise of the number of shares of Common Stock equal to the
exercise price, valued at the Fair Market Value on the date of
exercise.




The Plan
provides the Board with the general power to amend the Plan, or any portion
thereof at any time in any respect without the approval of our stockholders,
provided however, that the stockholders must approve any amendment which
increases the fixed maximum percentage of shares of common stock issuable
pursuant to the Plan, reduces the exercise price of an Award held by a director,
officer or ten percent stockholder or extends the term of an Award held by a
director, officer or ten percent stockholder.  Notwithstanding the
foregoing, stockholder approval may still be necessary to satisfy the
requirements of Section 422 of the Code, Rule 16b-3 of the Exchange Act or any
applicable stock exchange listing requirements. The Board may amend the Plan in
any respect it deems necessary or advisable to provide eligible Employees with
the maximum benefits provided or to be provided under the provisions of the Code
and the regulations promulgated thereunder relating to Incentive Stock Options
and/or to bring the Plan and/or Incentive Stock Options granted under it into
compliance therewith.  Rights under any Award granted before amendment of
the Plan cannot be impaired by any amendment of the Plan unless the Participant
consents in writing.  The Board is empowered to amend the terms of any one
or more Awards; provided, however, that the rights under any Award shall not be
impaired by any such amendment unless the applicable Participant consents in
writing and further provided that the Board cannot amend the exercise price of
an option, the Fair Market Value of an Award or extend the term of an option or
Award without obtaining the approval of the stockholders if required by the
rules of the TSX or any stock exchange upon which the common stock is
listed.




Although
non-cash compensation is utilized by us to prevent placing strains on liquidity,
care is taken by management to avoid materially diluting investors.




In the
event of a termination of continuous service (other than as a result of a change
of control, as defined in the Plan), unvested stock options shall terminate and,
with regard to vested stock options, the exercise period shall end on the
earlier of the original expiration date or one year from the date continuous
service terminates. Upon a change of control, all unvested stock options and
unvested restricted stock grants immediately vest.




Employment
Agreements




Capital
Gold has entered into employment or engagements agreements with each of its
named executive officers.  The agreements provide for certain payments if
the named executive officers are terminated without cause or leave Capital Gold
due to a material breach of the employment agreement by Capital Gold.  In
connection with the employment/engagement agreements, Capital Gold also entered
into change of control agreements with each of the named executive officers,
which provides for certain payments upon a termination in connection with a
change in control.  Capital Gold believes this is in the best interest of
the stockholders because it encourages the continued attention and dedication of
the named executive officers during a change in control.  These agreements
are described in greater detail in the section entitled “Employment Agreements
and Change in Control Agreements.”


12


On
January 19, 2010, the Compensation Committee of the Board of Directors of
Capital Gold approved a new employment agreement (the “Agreement”) for John
Brownlie, its President, Chief Operating Officer and a Director. The term
of the agreement is for three years commencing January 19, 2010, and will
automatically extend for consecutive one-year terms unless Mr. Brownlie or we
notify the other party that it does not wish to extend the Agreement. The
Agreement provides for an initial base salary to Mr. Brownlie of $275 plus
an immediate payment of $375 for reaching certain milestones. The Agreement
provides for an additional payment of $375 upon the accomplishment of other
goals. The Agreement also grants Mr. Brownlie 500,000 stock options.  The
exercise price of the stock options is $3.60 per share (per the Plan, the
closing price on the Toronto Stock Exchange on the trading day immediately prior
to the day of determination converted to U.S. Dollars). In the event of a
termination of continuous service (other than as a result of a change of
control, as defined in the Plan), unvested stock options shall terminate and,
with regard to vested stock options, the exercise period shall be the lesser of
the original expiration date or one year from the date continuous service
terminates. Upon a change of control, all unvested stock options and unvested
restricted stock grants immediately vest.  Capital Gold utilized the
Black-Scholes method to fair value the 500,000 options.  For the year ended
July 31, 2010, Capital Gold recorded approximately $360 in equity compensation
expense on the vested portion of these stock options.  The grant date fair
value of each stock option was $2.16.  The stock options have a term of
five years and vest as follows: one-third vested upon issuance and the balance
vests on a one-third basis annually thereafter.




On April
29, 2010, the Company entered into a severance agreement and general release
with John Brownlie, the Company’s President and Chief Operating Officer (“COO”),
pursuant to which Mr. Brownlie’s employment agreement terminated and he resigned
as President and COO effective upon the consummation of the Business Combination
between the Company and Nayarit Gold on August 2, 2010.  Pursuant to the
Severance Agreement, Mr. Brownlie is entitled to severance payments in the
aggregate amount of approximately $1,388, payable over a six month period
beginning June 2010; along with an additional $375 associated with the closing
of the business combination agreement with Nayarit.  As of July 31, 2010,
we have paid approximately $753.




On March
18, 2010, at the recommendation of the Compensation Committee and upon approval
by the Board of Directors, effective January 19, 2010, the Company entered into
amended and restated engagement agreements with Christopher Chipman, Chief
Financial Officer, and J. Scott Hazlitt, Vice President of Mine Development. The
new salaries were as follows: Christopher Chipman, Chief Financial Officer, $225
and J. Scott Hazlitt, Vice President of Mine Development, $175.





On July 1, 2010, at the recommendation
of the Compensation Committee and upon approval by the Board of Directors, the
Company entered into an amended and restated engagement agreement with J. Scott
Hazlitt, in connection with his promotion from Vice President of Mine
Development to Chief Operating Officer. Mr. Hazlitt’s salary was increased to
$200 in connection with his promotion.




Tax
and Accounting Implications




As part
of its role, the Compensation Committee considers the deductibility of executive
compensation under Section 162(m) of the Internal Revenue Code, which provides
that Capital Gold may not deduct non-performance based compensation of more than
$1 million that is paid to certain executives.  The Compensation Committee
has considered the $1 million limit for federal income tax purposes on
deductible executive compensation that is not performance based and believes
that the compensation paid is generally fully deductible for federal income tax
purposes.  However, in certain situations, the Compensation Committee may
approve compensation that will not meet these requirements in order to ensure
competitive levels of total compensation for Capital Gold’s executive
officers.




Summary
Compensation Table




The
following tables set forth the total compensation paid to or earned by Capital
Gold’s named executive officers for fiscal years ended July 31, 2010, 2009 and
2008, respectively (in thousands):




Name
      &
                                              Principal
                                              Position
                                            
                                            Year
                                            
                                            Salary
                                              ($)
                                            
                                            
                                            Bonus
                                              ($)
                                            
                                            
                                            Stock
                                              Awards
                                              (1)
                                            
                                            
                                            Option
                                              Awards
                                              (2)
                                            
                                            
                                            Non-Equity
                                              Incentive
                                              Plan
                                              Compen-
                                              sation
                                            
                                            
                                            Non-
                                              qualified
                                              Deferred
                                              Compen-
                                              sation
                                              Earnings
                                            
                                            
                                            All
      Other
                                              Compen-
                                              sation
                                              ($)
                                            
                                            
                                            Total
                                              ($)Gifford A. Dieterle,
                                            
                                            2010
                                            
                                            $
                                            182
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            182Director, Chairman,
                                            
                                            2009
                                            
                                            $
                                            288
                                            
                                            
                                            $
                                            188
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            142
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            618Treasurer and
      CEO
                                            
                                            2008
                                            
                                            $
                                            244
                                            
                                            
                                            $
                                            325
                                            
                                            
                                            $
                                            228
                                            
                                            
                                            $
                                            168
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            965John
      Brownlie(3),
                                            
                                            2010
                                            
                                            $
                                            252
                                            
                                            
                                            $
                                            375
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            360
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            753
                                            
                                            
                                            $
                                            1,740Director, President
                                            
                                            2009
                                            
                                            $
                                            259
                                            
                                            
                                            $
                                            188
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            142
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            589and
      COO
                                            
                                            2008
                                            
                                            $
                                            275
                                            
                                            
                                            $
                                            318
                                            
                                            
                                            $
                                            228
                                            
                                            
                                            $
                                            168
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            989Jeffrey
      Pritchard,
                                            
                                            2010
                                            
                                            $
                                            28
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            426
                                            
                                            
                                            $
                                            454Executive
      Vice
                                            
                                            2009
                                            
                                            $
                                            224
                                            
                                            
                                            $
                                            169
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            142
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            535President
      (4)
                                            
                                            2008
                                            
                                            $
                                            189
                                            
                                            
                                            $
                                            284
                                            
                                            
                                            $
                                            228
                                            
                                            
                                            $
                                            168
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            869Christopher
      M.
                                            
                                            2010
                                            
                                            $
                                            214
                                            
                                            
                                            $
                                            100
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            53
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            367Chipman,
      CFO
                                            
                                            2009
                                            
                                            $
                                            201
                                            
                                            
                                            $
                                            169
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            71
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            4412008
                                            
                                            $
                                            189
                                            
                                            
                                            $
                                            278
                                            
                                            
                                            $
                                            228
                                            
                                            
                                            $
                                            168
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            863J.
      Scott Hazlitt,
                                            
                                            2010
                                            
                                            $
                                            168
                                            
                                            
                                            $
                                            100
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            53
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            321COO
                                            
                                            2009
                                            
                                            $
                                            155
                                            
                                            
                                            $
                                            75
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            71
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            3012008
                                            
                                            $
                                            134
                                            
                                            
                                            $
                                            141
                                            
                                            
                                            $
                                            82
                                            
                                            
                                            $
                                            118
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            475


13





(1)
            Amounts shown
      represent the fair value of Capital Gold’s stock on the date of grant and
      include amounts from restricted stock awards granted in fiscal 2008. Refer
      to Note 15 to Capital Gold’s Consolidated Financial Statements for a
      discussion of assumptions made in the valuation of restricted stock
      awards. During 2009, Stock Awards comprised of the vested portion of
      restricted stock awards issued during fiscal 2008. During fiscal 2008,
      restricted stock awards were comprised of: 1) 62,500 shares of restricted
      stock issued each to Gifford A. Dieterle, John Brownlie, Jeffrey Pritchard
      and Christopher M. Chipman as well as 18,750 shares of restricted stock
      issued to J. Scott Hazlitt at the fair value of Capital Gold’s stock on
      the date of grant of $2.52, 2) 25,000 shares of restricted stock issued
      each to Gifford A. Dieterle, John Brownlie, Jeffrey Pritchard and
      Christopher M. Chipman as well as 12,500 shares of restricted stock to J.
      Scott Hazlitt at the fair value of Capital Gold’s stock on the date of
      grant of $2.80.




(2)
            Amounts
      shown reflect amounts of option awards recognized for financial statement
      reporting purposes in accordance with ASC guidance for compensation—stock
      compensation, using the Black-Scholes option-pricing model and include
      amounts from stock option awards granted in fiscal 2008, 2009 and 2010.
      Refer to Note 15 to Capital Gold’s Consolidated Financial Statements in
      Capital Gold’s annual report on Form 10-K filed with the SEC on October
      14, 2010 for a discussion of assumptions made in the valuation of
      option awards.  During fiscal 2010, option awards were comprised of:
      1) 500,000 stock options issued to John Brownlie at an exercise price of
      $3.60 that vest one-third upon issuance and the balance on a one-third
      basis annually thereafter, and 2) 25,000 stock options issued to
      Christopher M. Chipman and J. Scott Hazlitt at an exercise price of $3.73
      that vested 50%  upon issuance and the balance vests 25%
      annually thereafter.  During fiscal 2009, option awards were
      comprised of: 1) 125,000 stock options issued each to Gifford A. Dieterle,
      John Brownlie and Jeffrey Pritchard at an exercise price of $1.96;
      and 2) 62,500 stock options issued to Christopher M. Chipman and J.
      Scott Hazlitt at an exercise price of $1.96 that vested during the
      period.  During fiscal 2008, option awards were comprised of: 1)
      125,000 stock options issued each to Gifford A. Dieterle, John Brownlie,
      Christopher M. Chipman and Jeffrey Pritchard at an exercise price of
      $2.52; 87,500 options issued to J. Scott Hazlitt at an exercise price of
      $2.52, 2) 37,500 stock options issued to John Brownlie at an exercise
      price of $1.36 that vested during the period.




(3)
            On
      April 29, 2010, the Company entered into a severance agreement and general
      release with John Brownlie, the Company’s President and Chief Operating
      Officer (“COO”), pursuant to which Mr. Brownlie’s employment agreement
      terminated and he resigned as President and COO effective July 1,
      2010.  Pursuant to the Severance Agreement, Mr. Brownlie is entitled
      to severance payments in the aggregate amount of approximately $1,388,
      payable over a six month period beginning June 2010; along with an
      additional $375 associated with the closing of the business combination
      agreement with Nayarit.  As of July 31, 2010, we have paid
      approximately $753.




(4)
            On
      September 17, 2009, the Company terminated Jeffrey W. Pritchard as
      Executive Vice President and Secretary of the Company without cause
      pursuant to a restructuring of its corporate investor relations
      functions.  The termination was effective September 15, 2009. 
      Mr. Pritchard also resigned as a Director of the Company effective
      September 29, 2009.  As part of the settlement, Mr. Pritchard
      received a lump sum payment of approximately
  $426.





Grant
of Plan Based Awards Table




The
following table sets forth information with respect to option awards and
restricted stock awards during the fiscal year ended July 31, 2010 to Capital
Gold’s named executive officers:




Name
                                                          
                                                          Grant
                                                            Date
                                                          
                                                          All Other Stock
                                                            Awards(1)
                                                            (#)
                                                          
                                                          
                                                          All Other Option
                                                            Awards: Number
                                                            Of Securities
                                                            Underlying Options(1)
                                                            (#)
                                                          
                                                          
                                                          Exercise or
                                                            base price
                                                            of award(2)
                                                            ($/Sh)
                                                          
                                                          
                                                          Grant Date
                                                            Fair Value of
                                                            Stock and
                                                            Option Awards (3)
                                                            ($)Gifford
      A. Dieterle
                                                          
                                                          12/20/07
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          125,000
                                                          
                                                          
                                                          
                                                          2.52
                                                          
                                                          
                                                          
                                                          16812/20/07
                                                          
                                                          
                                                          62,500
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          2.52
                                                          
                                                          
                                                          
                                                          1587/17/08
                                                          
                                                          
                                                          25,000
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          2.80
                                                          
                                                          
                                                          
                                                          701/20/09
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          125,000
                                                          
                                                          
                                                          
                                                          1.96
                                                          
                                                          
                                                          
                                                          142John Brownlie
                                                          
                                                          12/20/07
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          125,000
                                                          
                                                          
                                                          
                                                          2.52
                                                          
                                                          
                                                          
                                                          16812/20/07
                                                          
                                                          
                                                          62,500
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          2.52
                                                          
                                                          
                                                          
                                                          1587/17/08
                                                          
                                                          
                                                          25,000
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          2.80
                                                          
                                                          
                                                          
                                                          701/20/09
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          125,000
                                                          
                                                          
                                                          
                                                          1.96
                                                          
                                                          
                                                          
                                                          1421/19/10
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          500,000
                                                          
                                                          
                                                          
                                                          3.60
                                                          
                                                          
                                                          
                                                          1,081Jeffrey
      Pritchard
                                                          
                                                          12/20/07
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          125,000
                                                          
                                                          
                                                          
                                                          2.52
                                                          
                                                          
                                                          
                                                          16812/20/07
                                                          
                                                          
                                                          62,500
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          2.52
                                                          
                                                          
                                                          
                                                          1587/17/08
                                                          
                                                          
                                                          25,000
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          2.80
                                                          
                                                          
                                                          
                                                          701/20/09
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          125,000
                                                          
                                                          
                                                          
                                                          1.96
                                                          
                                                          
                                                          
                                                          142Christopher
      Chipman
                                                          
                                                          12/20/07
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          125,000
                                                          
                                                          
                                                          
                                                          2.52
                                                          
                                                          
                                                          
                                                          16812/20/07
                                                          
                                                          
                                                          62,500
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          2.52
                                                          
                                                          
                                                          
                                                          1587/17/08
                                                          
                                                          
                                                          25,000
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          2.80
                                                          
                                                          
                                                          
                                                          701/20/09
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          62,500
                                                          
                                                          
                                                          
                                                          1.96
                                                          
                                                          
                                                          
                                                          717/26/10
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          25,000
                                                          
                                                          
                                                          
                                                          3.73
                                                          
                                                          
                                                          
                                                          53J.
      Scott Hazlitt
                                                          
                                                          12/20/07
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          87,500
                                                          
                                                          
                                                          
                                                          2.52
                                                          
                                                          
                                                          
                                                          11812/20/07
                                                          
                                                          
                                                          18,750
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          2.52
                                                          
                                                          
                                                          
                                                          477/17/08
                                                          
                                                          
                                                          12,500
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          2.80
                                                          
                                                          
                                                          
                                                          351/20/09
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          87,500
                                                          
                                                          
                                                          
                                                          1.96
                                                          
                                                          
                                                          
                                                          717/26/10
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          25,000
                                                          
                                                          
                                                          
                                                          3.73
                                                          
                                                          
                                                          
                                                          53


14





(1)
            Refer
      to the Compensation Discussion and Analysis for a description of the terms
      of and criteria for making these
awards.




(2)
            Exercise
      price or base price of the awards (per the 2006 Equity Incentive Plan) are
      based upon the closing price on the Toronto Stock Exchange on the trading
      day immediately prior to the day of determination converted to U.S.
      Dollars.




(3)
            Reflects
      the dollar amount Capital Gold would expense in its financial statements
      over the award vesting schedule recognized for financial reporting
      purposes in accordance with ASC guidance for compensation—stock
      compensation.  Assumptions used in the calculation of these amounts
      are included in Note 2 to Capital Gold’s Annual Report on Form 10-K,
      filed with the Securities Exchange Commission on October 14,
      2009.




Outstanding
Equity Awards at Fiscal Year End




The
following table sets forth certain information with respect to outstanding
options and restricted stock previously awarded to Capital Gold’s named
executive officers as of July 31, 2010.




Option
      Awards
                                                
                                                Stock
      AwardsMarketNumber
      of
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                Number
      of
                                                
                                                
                                                Value
      ofSecurities
                                                
                                                
                                                Number
      of
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                Shares
      or
                                                
                                                
                                                Shares
      orUnderlying
                                                
                                                
                                                Securities
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                Units
      of
                                                
                                                
                                                Units
      ofUnexercised
                                                
                                                
                                                Underlying
                                                
                                                
                                                Option
                                                
                                                
                                                
                                                
                                                
                                                Stock
      That
                                                
                                                
                                                Stock
      ThatOptions(1)
                                                
                                                
                                                Unexercised
                                                
                                                
                                                Exercise
                                                
                                                Option
                                                
                                                Option
                                                
                                                Have
                                                
                                                
                                                Have(#)
                                                
                                                
                                                Options(2)
      (#)
                                                
                                                
                                                Price
                                                
                                                Grant
                                                
                                                Expiration
                                                
                                                Not
      Vested(3)
                                                
                                                
                                                Not
      VestedName
                                                
                                                Exercisable
                                                
                                                
                                                Unexercisable
                                                
                                                
                                                ($)
                                                
                                                Date
                                                
                                                Date
                                                
                                                (#)
                                                
                                                
                                                ($)(4)Christopher
      M. Chipman
                                                
                                                
                                                75,000
                                                
                                                
                                                
                                                50,000
                                                
                                                
                                                $
                                                2.52
                                                
                                                12/20/2007
                                                
                                                12/20/201441,667
                                                
                                                
                                                
                                                20,833
                                                
                                                
                                                $
                                                1.96
                                                
                                                01/20/2009
                                                
                                                01/20/201412,500
                                                
                                                
                                                
                                                12,500
                                                
                                                
                                                $
                                                3.73
                                                
                                                07/26/2010
                                                
                                                07/26/201520,834
                                                
                                                
                                                $
                                                78J.
      Scott Hazlitt
                                                
                                                
                                                52,500
                                                
                                                
                                                
                                                35,000
                                                
                                                
                                                $
                                                2.52
                                                
                                                12/20/2007
                                                
                                                12/20/201441,667
                                                
                                                
                                                
                                                20,833
                                                
                                                
                                                $
                                                1.96
                                                
                                                01/20/2009
                                                
                                                01/20/201412,500
                                                
                                                
                                                
                                                12,500
                                                
                                                
                                                $
                                                3.73
                                                
                                                07/26/2010
                                                
                                                07/26/20156,250
                                                
                                                
                                                $
                                                23





(1)
            Stock
      options are generally granted one time per
year.




(2)
            Stock
      options issued on 12/20/07 vest at the rate of 20% upon grant date and 20%
      per year thereafter. Stock options issued on 1/20/09 vest at the rate of
      one-third upon issuance and the balance vest on a one-third basis annually
      thereafter.  Stock options on 7/26/10 vest at a rate of 50% upon
      grant date and 25% per year
thereafter.




(3)
            Restricted
      stock vests equally over a three year
period.




(4)
            Assumes
      stock price of $3.73 the closing price on July 31,
    2010.





Option
Exercised and Stock Vested Table




The
following table sets forth certain information concerning options exercised and
the vesting of Capital Gold’s common stock during the fiscal year ended July 31,
2010.




Option
      Awards
                      
                      
                      Stock
      AwardsName
                        (a)
                      
                      Number
      of Shares
                        Acquired
      onExercise (#)
                        (b)
                      
                      
                      Value
      Realized
                        on
                        Exercise
      ($)
                        (c)
                      
                      
                      Number
      of Shares
                        Acquired
      onVesting (#)
                        (d)
                      
                      
                      Value
      of Realized
                        on
                        Vesting
      ($)
                        (e)Gifford
      A. Dieterle, Director, Chairman, Treasurer  andCEO
                      
                      
                      59,084
                      
                      
                      $
                      210
                      
                      
                      
                      20,833
                      
                      
                      $
                      53John
      Brownlie, Director, President and COO
                      
                      
                      80,810
                      
                      
                      $
                      315
                      
                      
                      
                      20,833
                      
                      
                      $
                      53Jeffrey
      Pritchard, Director and Executive Vice President
                      
                      
                      26,932
                      
                      
                      $
                      86
                      
                      
                      
                      -
                      
                      
                      
                      -Christopher
      M. Chipman, CFO
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      
                      
                      20,833
                      
                      
                      $
                      53J.
      Scott Hazlitt, COO
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      
                      
                      6,250
                      
                      
                      $
                      16




Employment
Agreements and Change in Control Agreements




Capital
Gold entered into employment agreements with Mr. Gifford Dieterle and engagement
agreements with Mr. Christopher Chipman, Mr. John Brownlie and Mr. Scott
Hazlitt.  Capital Gold amended and restated each of the agreements
effective January 1, 2009 to provide that each of the agreements expire on
December 31, 2011 and automatically renew for successive one-year periods unless
either party provides written notice of its intent not to review at least 30
days prior to the expiration of the then-current term, to comply with Section
409A of the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder.


15


Each of
the agreements provide that the named executive officer is entitled to a base
salary or base fee, payable in monthly installments, and to participate in any
annual incentive bonus opportunity offered by Capital Gold.  If Capital
Gold awards bonuses, it must be paid within 90 days of the end of Capital Gold’s
fiscal year for which the bonus is earned.  If the named executive officer
is terminated without cause, or terminates employment because of a material,
uncured breach of the agreement by Capital Gold, the named executive officer is
entitled to a pro rata portion of any bonus.




Each of
the named executive officers has agreed to maintain the confidentiality of
Capital Gold’s proprietary information.  In addition, for 180 days
following termination of employment (regardless of the reason for termination),
each of the named executive officers has agreed not to compete with Capital
Gold, solicit Capital Gold’s suppliers, vendors, business associates,
independent consultants or employees, or make any disparaging remarks about
Capital Gold.




If the
named executive officer is terminated for “cause,” or the executive resigns,
dies or becomes disabled, the executive is entitled only to the fees and
reasonable and necessary business expenses incurred by him in connection with
the agreement.  Cause includes the failure or refusal to perform the
services required under the agreement, a material breach by the executive of any
term of the agreement, or the conviction of a crime that results in imprisonment
or involves embezzlement, dishonesty, or activities injurious to Capital Gold or
its reputation.




If the
named executive officer is terminated without “cause” or leaves Capital Gold due
to a material, uncured breach by Capital Gold of the agreement, the named
executive officer is entitled a cash payment equal to the greater of the
executive’s base salary or base rate in effect on the date of termination or the
balance of the base salary or base rate remaining in the then current term of
the agreement, payable in equal monthly installments.  These payments will
terminate if the executive breaches the confidentiality and non-competition
provisions of the agreement.




On
September 17, 2009, Capital Gold terminated Jeffrey W. Pritchard as Executive
Vice President and Secretary of Capital Gold without cause pursuant to a
restructuring of its corporate investor relations functions.  The
termination was effective September 15, 2009.  Mr. Pritchard also resigned
as a Director effective September 29, 2009.  As part of the settlement, Mr.
Pritchard received a lump sum payment of approximately $426, and will receive an
additional payment of approximately $65, if Mr. Pritchard fulfills certain terms
of the termination agreement.  Mr. Pritchard was entitled to change in
control benefits should Capital Gold enter into a transaction as of December 31,
2009 with certain entities that would result in a “Change in Control” as defined
in his Change in Control Agreement with Capital Gold.  There was no such
transaction as of this date.




On
January 19, 2010, the Compensation Committee of the Board of Directors of
Capital Gold approved a new employment agreement (the “Agreement”) for John
Brownlie, its President, Chief Operating Officer and a Director. The term
of the agreement is for three years commencing January 19, 2010, and will
automatically extend for consecutive one-year terms unless Mr. Brownlie or we
notify the other party that it does not wish to extend the Agreement. The
Agreement provides for an initial base salary to Mr. Brownlie of $275 plus
an immediate payment of $375 for reaching certain milestones. The Agreement
provides for an additional payment of $375 upon the accomplishment of other
goals. The Agreement also grants Mr. Brownlie 500,000 stock options.  The
exercise price of the stock options is $3.60 per share (per the Plan, the
closing price on the Toronto Stock Exchange on the trading day immediately prior
to the day of determination converted to U.S. Dollars). In the event of a
termination of continuous service (other than as a result of a change of
control, as defined in the Plan), unvested stock options shall terminate and,
with regard to vested stock options, the exercise period shall be the lesser of
the original expiration date or one year from the date continuous service
terminates. Upon a change of control, all unvested stock options and unvested
restricted stock grants immediately vest.  Capital Gold utilized the
Black-Scholes method to fair value the 500,000 options.  For the six months
ended January 31, 2010, Capital Gold recorded approximately $373 in equity
compensation expense on the vested portion of these stock options.  The
grant date fair value of each stock option was $2.16.  The stock options
have a term of five years and vest as follows: one-third vested upon issuance
and the balance vests on a one-third basis annually thereafter.




On April
29, 2010, the Company entered into a severance agreement and general release
with John Brownlie, the Company’s President and Chief Operating Officer (“COO”),
pursuant to which Mr. Brownlie’s employment agreement terminated and he resigned
as President and COO effective upon the consummation of the Business combination
between the Company and Nayarit Gold on August 2, 2010.  Pursuant to the
Severance Agreement, Mr. Brownlie is entitled to severance payments in the
aggregate amount of approximately $1,388, payable over a six month period
beginning June 2010; along with an additional $375 associated with the closing
of the business combination agreement with Nayarit.  As of July 31, 2010,
we have paid approximately $753.




On March
11, 2010, Capital Gold entered into an agreement with Gifford A.
Dieterle, the Chief Executive Officer (“CEO”) of Capital Gold and
Chairman of the Board, pursuant to which Mr. Dieterle resigned his position as
CEO and Chairman of the Board, effective March 18, 2010. Pursuant to the
agreement, Mr. Dieterle is to receive lump sum payments totaling
approximately $376 in September 2010, and additional payments totaling
approximately $288 during 2011. In addition, Mr. Dieterle received $100 in
shares of Capital Gold's common stock in September
2010.


16


On March
18, 2010, at the recommendation of the Compensation Committee and upon approval
by the Board of Directors, effective January 19, 2010, the Company entered into
amended and restated engagement agreements with Christopher Chipman, Chief
Financial Officer, and J. Scott Hazlitt, Vice President of Mine Development. The
new salaries were as follows: Christopher Chipman, Chief Financial Officer, $225
and J. Scott Hazlitt, Vice President of Mine Development, $175.




On July
1, 2010, at the recommendation of the Compensation Committee and upon approval
by the Board of Directors, the Company entered into an amended and restated
engagement agreement with J. Scott Hazlitt, in connection with his promotion
from Vice President of Mine Development to Chief Operating Officer. Mr.
Hazlitt’s salary was increased to $200 in connection with his
promotion.




In
connection with the consummation of the Business Combination, the Company
entered into a separate employment agreement with Colin Sutherland, the former
CEO and President of Nayarit, to become the President of the Company. The
agreement has an initial one year term, which automatically renews unless either
party gives 60 days written notice prior to the expiration of the term. Either
party may terminate the employment relationship at any time, subject to possible
severance payments as set forth below.  Pursuant to the agreement, Mr.
Sutherland is entitled to receive an annual base salary of $226. The agreement
also provides for the award of an annual discretionary bonus. Also, at the
recommendation of the Compensation Committee of the Board of Directors, the
Company’s Board of Directors approved the issuance of 25,000 options to Mr.
Sutherland under our 2006 Equity Incentive Plan. The stock options have a term
of five years and vest as follows: 50% vested upon issuance and the balance
vests 25% annually thereafter. The exercise price of the stock options is $3.73
per share




Pursuant
to the employment agreement, the Company will be obligated to make severance
payments to Mr. Sutherland if the employment relationship is terminated by the
Company without Cause (as defined in the Employment Agreement) or by the
employee for a material breach by the Company of any of the terms of the
Employment Agreement.  The Employment Agreement provides for the payment of
severance to Mr. Sutherland in the following amounts: (a) a lump sum equal to
one year of base salary if the Company terminates without cause or employee
terminates for material breach by the Company, provided at least one year has
elapsed since the date of employee’s original employment; (b) a lump sum equal
to eighteen months of base salary if the Company terminates without cause,
provided at least five years has elapsed since the date of employee’s original
employment; (c) the portion of premiums of Mr. Sutherland’s group health
insurance, including coverage for his eligible dependents, that the Company paid
immediately prior to Mr. Sutherland’s separation of employment. The Company also
entered into an agreement regarding Change of Control with Mr. Sutherland with
terms similar to the other Named Executive Officers as described below except in
the event a Change of Control occurs within the initial term of the Employment
Agreement, Mr. Sutherland shall be instead be entitled to an amount equal to (x)
three times the Executive’s base salary in effect on the date of the Change of
Control, plus (y) the lesser of either [A]
an amount equal to the product of (i) the number of calendar months the
Executive was employed with the Company prior to the Change of Control
multiplied by US$10, multiplied by (ii)
three, or [B]
US$100.





Change
in Control Agreements




Capital
Gold has entered into an Agreement Regarding Change in Control with each of the
currently serving named executive officers.  Capital Gold amended and
restated each of the change in control agreements effective January 1, 2009 to
provide that each of the agreements expire on December 31, 2011 and
automatically renew for successive one-year periods unless Capital Gold provides
written notice of its intent not to renew.  However, if a change in control
occurs during the term of the change in control agreements, the term shall
continue through and terminate on the first anniversary of the date on which the
change in control occurs.  In addition, Capital Gold removed a provision
that provided that, upon a change in control, the exercise of all outstanding
options would decrease to $0.01.




Capital
Gold believes it is essential to the best interests of the shareholders to
foster the continuous efforts of its key management team during significant
transactions such as a change in control.  Capital Gold believes that there
will likely be consolidation within its industry and believes it is important to
incent its executives to remain with Capital Gold during any potential corporate
transaction.




Each of
the named executive officers are entitled to change in control benefits if their
employment is terminated after a change in control either (1) by Capital Gold
for any reason other than permanent disability or cause, as defined in the
agreement, (2) by the executive for good reason, as defined in the agreement or,
(3) by the executive for any reason during the 30 day period commencing on the
first date which is six months after the date of the change in control. 
The named executive officers are also entitled to change in control benefits if
a potential change in control (as defined below) occurs and Capital Gold
terminates the executive’s employment for any reason other than due to permanent
disability or cause.




The
change in control benefits include a lump sum payment in an amount equal to
three times (1) the executive’s base salary in effect on the date of the change
in control, or, if greater, as in effect immediately prior to the change in
control; and (2) the executive’s bonus award for the year immediately preceding
the change in control.  All unvested options immediately become
vested.  In addition, Capital Gold will pay for outplacement services and
tax and financial counseling services through the end of the second tax year
following termination.  Each agreement also provides that the executive is
entitled to a payment to make him whole for any federal excise tax imposed on
change in control or severance payments received by him.


17


A “change
of control” is deemed to occur on the earlier of (1) the date any person is or
becomes the beneficial owner of securities representing 30% or more of the
voting power of Capital Gold’s then outstanding securities; (2) the date on
which the following individuals cease for any reason to constitute a majority of
the number of directors then serving: (i) individuals who, as of the date of the
change in control agreement, constitute the Board and (ii) any new director
(other than a director whose initial assumption of office is in connection with
an actual or threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of Capital Gold) whose
appointment or election by the Board or nomination for election by Capital
Gold’s stockholders was approved or recommended by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors on the
date of the change of control agreement or whose appointment, election or
nomination for election was previously so approved or recommended; (3) the
consummation of a Amalgamation or consolidation of Capital Gold or any direct or
indirect subsidiary with another entity, other than a transaction where the
individuals serving on the board of directors constitute at least a majority of
the combined entity and the outstanding securities continue to represent at
least 50% of the combined voting power of the combined entity or a transaction
to effect a recapitalization of Capital Gold where no person is or becomes the
holder of securities representing 30% or more of the combined voting power; (4)
the approval by the stockholders of Capital Gold or a plan of complete
liquidation or dissolution of Capital Gold; or (5) the sale or disposition or
all or substantially all of Capital Gold’s assets, other than a sale or
disposition to an entity of which 50% the combined voting power is held by
Capital Gold’s stockholders.




However,
a change in control will not be deemed to occur if the record holders of Capital
Gold’s stock continue to have substantially the same proportionate ownership of
Capital Gold following such transaction or series of transactions.




A
“potential change in control” occurs when (1) Capital Gold enters into an
agreement, the consummation of which would result in a change in control; (2) a
person publicly announces an intention to take or to consider taking actions,
the consummation of which would result in a change in control, which
announcement has not been rescinded; (3) a person becomes the beneficial owner
of securities representing 20% or more of outstanding shares of common stock of
Capital Gold or the combined voting power of its then outstanding securities; or
(4) the Board adopts a resolution that a potential change in control exists,
which resolution has not been modified.




Potential
Payments upon Termination




The table
at the end of this section describes the estimated potential payments upon
termination or change in control of Capital Gold for the Named Executive
Officers based upon the agreements that were then in effect.  The table
assumes that the termination or change in control occurred on July 31,
2009. Capital Gold amended and restated each of the executive’s agreements
effective January 1, 2009 to provide that each of the agreements expire on
December 31, 2011.  The following disclosure information reflects the terms
of our agreements with the Named Executive Officers currently in effect rather
than those in effect on July 31, 2009 which the table is based upon. 
Please refer to “Employment Agreements and Change in Control Agreements”
section above for more details on the provisions within these agreements. The
actual amounts to be paid can only be determined at the time of such executive’s
separation from Capital Gold.




Retirement
Benefits




Capital
Gold currently does not offer any employee benefit plans to all
employees.




Voluntary
Termination or Expiration of Agreement




A Named
Executive Officer would receive no payments or other benefits upon voluntary
termination or the expiration of his agreement, except for accrued base salary
or fees, vacation time or any reasonable and necessary business expenses
incurred in connection with his duties prior to termination.




Termination
Without Cause




Capital
Gold provides for benefits in the case of termination without cause based upon
an amount equal to the greater of a Named Executive Officer’s base annual salary
or fees in effect upon the date of termination or the balance of the base salary
or fees remaining in the then current term of the Named Executive Officer’s
agreement.  Please see the Employment Agreements and Change of Control
Agreement section above beginning on page 12 for a description of the terms
of these agreements.  Each Named Executive Officer also is entitled to
accrued base salary or fees, vacation time or any reasonable and necessary
business expenses incurred in connection with his duties prior to
termination. In the event that a Named Executive Officer’s employment
terminates without cause prior to the last day of the fiscal year for which the
bonus applies, he will be entitled to a bonus prorated for the period from the
beginning of that fiscal year to the date of termination.




Termination
for Cause




No
additional benefits are payable to any Named Executive Officer, including under
any Change in Control agreement, in any case of termination for cause other than
accrued base salary or fees, vacation time and any reasonable and necessary
business expenses incurred in connection with his duties prior to termination.
Capital Gold generally defines cause as: (a) failure or refusal to perform
the services required; (b) a material breach by the Named Executive Officer
of any of the terms of their applicable agreement (including non-competition,
non-solicitation, anti-raiding and non-disparagement terms); or
(c) conviction of a crime that either results in imprisonment or involves
embezzlement, dishonesty, or activities injurious to Capital Gold or its
reputation.


18


Change
in Control




Capital
Gold’s 2006 Equity Incentive Plan provides for immediate vesting of
unvested restricted stock and stock options upon a change in control of Capital
Gold.  Capital Gold also provides change of control benefits to its Named
Executive Officers pursuant to Change in Control agreements.  These
Agreements run through December 31, 2011 and automatically renew for one year
periods thereafter, unless Capital Gold notifies the executive prior to any
extension date that the agreement term is not being extended.   A
change of control is generally defined as:




1)
            The date any person acquires
      beneficial ownership of 30% or more, directly or indirectly, of the
      combined voting power of the then outstanding securities of Capital Gold
      entitled to vote; or





2)
            The date on which the following
      individuals cease for any reason to constitute a majority of the number of
      directors then serving: individuals who, on the date of the Change In
      Control Agreement, constitute the Board and any new director (other than
      one whose initial assumption of office in connection with an actual or
      threatened election contest) whose appointment or election by the Board or
      nomination for election by Capital Gold’s stockholders was approved or
      recommended by a vote of at least 2/3 of the directors then still in
      office who either were directors on the date of the Change In Control
      Agreement or whose appointment, election or nomination for election was
      previously so approved or
  recommended; or





3)
            The date on which there is
      consummated a merger or consolidation of Capital Gold or any direct or
      indirect subsidiary of it with any other corporation or other entity,
      other than (i) a merger or consolidation (A) immediately following which
      the individuals who comprise the Board immediately prior thereto
      constitute at least a majority of the board of directors of Capital Gold,
      the entity surviving such merger or consolidation or, if Capital Gold or
      the entity surviving such merger or consolidation is then a subsidiary,
      the ultimate parent thereof and (B) which results in the voting securities
      of Capital Gold outstanding immediately prior to such merger or
      consolidation continuing to represent (either by remaining outstanding or
      by being converted into voting securities of the surviving entity or any
      parent thereof), in combination with the ownership of any trustee or other
      fiduciary holding securities under an employee benefit plan of Capital
      Gold or any subsidiary of it, at least 50% of the combined voting power of
      the securities of Capital Gold or such surviving entity or any parent
      thereof outstanding immediately after such merger or consolidation, or
      (ii) a merger or consolidation effected to implement a recapitalization of
      Capital Gold (or similar transaction) in which no Person is or becomes the
      Beneficial Owner, directly or indirectly, of securities of Capital Gold
      representing 30% or more of the combined voting power of Capital Gold’s
      then outstanding securities;
or





4)
            The date on which the
      stockholders of Capital Gold approve a plan of complete liquidation or
      dissolution of it or there is consummated an agreement for the sale or
      disposition by Capital Gold of all or substantially all of its assets,
      other than a sale or disposition by Capital Gold of all or substantially
      all of its assets to an entity, at least 50% of the combined voting power
      of the voting securities of which are owned by stockholders of Capital
      Gold, in combination with the ownership of any trustee or other fiduciary
      holding securities under an employee benefit plan of Capital Gold or any
      subsidiary of it, in substantially the same proportions as their ownership
      of Capital Gold immediately prior to such
  sale.





Change
of Control Benefits




The Named
Executive Officers shall be entitled to change in control benefits if their
engagement by Capital Gold is terminated during their applicable agreement term
but after a Change in Control (i) by Capital Gold for any reason other than
permanent disability or cause, (ii) by the Named Executive Officer for good
reason or (iii) by the Named Executive Officer for any reason during the 30-day
period commencing on the first date which is six months after the date of the
Change in Control.  Capital Gold defines good reason as any of the
following without the executive’s prior consent: (a) a significant adverse
change in the nature, scope or status of the executive’s position, authorities
or services from those in effect immediately prior to the Change in Control;
(b) the failure by Capital Gold to pay the executive any portion of the
executive’s current compensation; (c) a reduction in the executive’s annual
base compensation (or a material change in the frequency of payment) as in
effect immediately prior to the Change in Control; (d) the failure by
Capital Gold to award the Executive an annual bonus in any year which is at
least equal to the annual bonus awarded to the Executive for the year
immediately preceding the year of the Change in Control; (e) the failure by
Capital Gold to award the Executive equity-based incentive compensation (such as
stock options, shares of restricted stock, or other equity-based compensation)
on a periodic basis consistent with Capital Gold’s practices with respect to
timing, value and terms prior to the Change in Control; (f) the failure of
Capital Gold to award the Executive incentive compensation of any nature based
on attained milestones when such milestones are attained; or (g) the failure of
Capital Gold to obtain a satisfactory agreement from any successor to it to
assume and agree to perform the Change In Control agreement.




If an
executive is eligible for termination benefits under the Change of Control
provisions within such executive’s agreement, the executive is entitled to, in
addition to any amounts he is entitled to under his employment
agreement:




·
            an amount equal to three times
      the executive’s base salary or fees in effect on the date of the Change in
      Control or, if greater, as in effect immediately prior to the date of
      termination;





·
            an amount equal to three times
      the executive’s bonus award for the year immediately preceding the year of
      the Change in Control;


19





·
            all unvested Capital Gold options
      shall immediately become vested, and any exercise must occur no later than
      March 15 of the calendar year after the date of
      termination;





·
            outplacement services and tax and
      financial counseling suitable to such executive’s position through the end
      of the second taxable year after the taxable year of his or her separation
      from service with Capital Gold (or earlier if such executive gains
      employment); and





·
            certain gross-up payments for
      excise taxes on the change of control
  payment.





Death




Upon the
death of a Named Executive Officer, his agreement terminates.  Capital Gold
will pay the executive’s estate or beneficiary, as applicable, all accrued base
salary, all accrued vacation time and any reasonable and necessary business
expenses incurred by executive in connection with his duties, all to the date of
termination.




Disability




Capital
Gold can terminate a Named Executive Officer’s employment if such executive is
disabled, generally upon at least thirty 30 days’ written notice.  For most
of the Named Executive Officers, disability means that he is prevented by
illness, accident or other disability (mental or physical) from performing the
essential functions of the position for one or more periods cumulatively
totaling three months during any consecutive 12 month period.  For Messrs.
Brownlie and Chipman, disability means either executive’s inability effectively
to substantially provide their services by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
12 months.  In the event the executive’s agreement is terminated, Capital
Gold shall pay to the executive all accrued base salary or fees, all accrued
vacation time and any reasonable and necessary business expenses incurred by him
in connection with his duties, all to the date of termination.  In
addition, if Messrs. Dieterle, Pritchard or Hazlitt is terminated due to their
disability, Capital Gold shall pay to them severance payments in an amount equal
to one month of their respective base annual salaries.




Termination
by the Named Executive Officer Due to Material Breach by Company




The Named
Executive Officer can terminate his agreement due to a material breach of such
agreement by Capital Gold upon 30 days written notice specifying the breach, and
failure of Capital Gold to either (i) cure or diligently commence to cure the
breach within the 30-day notice period, or (ii) dispute in good faith the
existence of the material breach. In the event of such a termination, the Named
Executive Officer is entitled to the same termination benefits described in
“Termination Without Cause” above.




Accelerated
Vesting of Restricted Stock and Stock Options




The
amounts shown below assume vesting as of July 31, 2010 of restricted stock
or stock options at the year-end closing price of $3.73.




280G
Tax Gross-Up




Upon a
change in control of Capital Gold, our executives may be subject to certain
excise taxes pursuant to Section 280G of the Internal Revenue Code. Capital
Gold has agreed to reimburse our executives for all excise taxes that are
imposed on the executive under Section 280G.  Any 280G tax gross-up
amounts reflected in the tables below assume that such executive is entitled to
a full reimbursement by Capital Gold of any (a) excise taxes that are
imposed on the executive as a result of the change in control, (b) any
income and excise taxes imposed on the executive as a result of Capital Gold’s
reimbursement of the excise tax amount, and (c) any additional income taxes
and excise taxes that are imposed on the executive as a result of Capital Gold’s
reimbursement of the executive for any excise or income taxes. The calculation
of the 280G gross-up amount in the tables below is based upon a 280G excise tax
rate of 20%, a 35% federal income tax rate, a 1.45% Medicare tax rate and a
6.85% state income tax rate.




For
purposes of the Section 280G calculation, it is assumed that no amounts will be
discounted as attributable to reasonable compensation and no value will be
attributed to the executive executing a non-competition
agreement.


20




Name
                        
                        Termination
                          Without Cause(1)
                          ($)
                        
                        
                        Change in
                          Control
                          ($)
                        
                        
                        Death
                          ($)
                        
                        
                        Disability
                          ($)Colin
      Sutherland(2)Base
      Benefit
                        
                        
                        56
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Bonus
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Change
      in Control Payment
                        
                        
                        -
                        
                        
                        
                        777
                        
                        
                        
                        -
                        
                        
                        
                        -Accelerated
      Vesting of Restricted Stock
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Accelerated
      Vesting of Stock Options
                        
                        
                        -
                        
                        
                        
                        26
                        
                        
                        
                        -
                        
                        
                        
                        -Disability
      Coverage
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Outplacement
      Services
                        
                        
                        -
                        
                        
                        
                        10
                        
                        
                        
                        -
                        
                        
                        
                        -280G
      Tax Gross-Up
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Total
                        
                        
                        56
                        
                        
                        
                        813
                        
                        
                        
                        -
                        
                        
                        
                        -Christopher M. ChipmanBase
      Benefit
                        
                        
                        281
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Bonus
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Change
      in Control Payment
                        
                        
                        -
                        
                        
                        
                        975
                        
                        
                        
                        -
                        
                        
                        
                        -Accelerated
      Vesting of Restricted Stock
                        
                        
                        -
                        
                        
                        
                        10
                        
                        
                        
                        -
                        
                        
                        
                        -Accelerated
      Vesting of Stock Options
                        
                        
                        -
                        
                        
                        
                        106
                        
                        
                        
                        -
                        
                        
                        
                        -Disability
      Coverage
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Outplacement
      Services
                        
                        
                        -
                        
                        
                        
                        10
                        
                        
                        
                        -
                        
                        
                        
                        -280G
      Tax Gross-Up
                        
                        
                        -
                        
                        
                        
                        416
                        
                        
                        
                        -
                        
                        
                        
                        -Total
                        
                        
                        281
                        
                        
                        
                        1,517
                        
                        
                        
                        -
                        
                        
                        
                        -J. Scott HazlittBase
      Benefit
                        
                        
                        250
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Bonus
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Change
      in Control Payment
                        
                        
                        -
                        
                        
                        
                        900
                        
                        
                        
                        -
                        
                        
                        
                        -Accelerated
      Vesting of Restricted Stock
                        
                        
                        -
                        
                        
                        
                        3
                        
                        
                        
                        -
                        
                        
                        
                        -Accelerated
      Vesting of Stock Options
                        
                        
                        -
                        
                        
                        
                        65
                        
                        
                        
                        -
                        
                        
                        
                        -Disability
      Coverage
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Outplacement
      Services
                        
                        
                        -
                        
                        
                        
                        10
                        
                        
                        
                        -
                        
                        
                        
                        -280G
      Tax Gross-Up
                        
                        
                        -
                        
                        
                        
                        414
                        
                        
                        
                        -
                        
                        
                        
                        -Total
                        
                        
                        250
                        
                        
                        
                        1,392
                        
                        
                        
                        -
                        
                        
                        
                        -







(1)
            Termination
      without cause payments for Named Executives Officers were based upon
      employment and engagement agreements in effect as of October 1,
      2010.  All Named Executive Officers were eligible to receive a cash
      payment equal to the greater of (i) the executive’s base salary or base
      rate in effect on the date of termination or (ii) the balance of the base
      salary or base rate remaining in the then current term of the
      agreement.





(2)
            On
      August 2, 2010, in connection with the consummation of the Business
      Combination, the Company entered into a separate employment agreement with
      Colin Sutherland, the former CEO and President of Nayarit, to become the
      President of the Company.  Mr. Sutherland is a resident in Canada and
      compensated as such; therefore, the provisions under this Internal Revenue
      Code are deemed to not be
applicable.




Compensation
Committee Report




Our
Committee has reviewed and discussed the Compensation Discussion and Analysis
contained in this Annual Report with management.  Based on our Committee’s
review of and the discussions with management with respect to the Compensation
Discussion and Analysis, our Committee recommended to the board of directors
that the Compensation Discussion and Analysis be included in the our Annual
Report on Form 10-K, as amended, for the fiscal year ended July 31, 2010 for
filing with the SEC.




COMPENSATION
      COMMITTEEJohn
      W. Cutler, Committee ChairmanGary
      C. HuberStephen
      M. Cooper




The
foregoing Compensation Committee report shall not be deemed incorporated by
reference into any filings under the Securities Act or the Exchange Act, and
shall not otherwise be deemed filed under these acts, except to the extent we
specifically incorporate this report by reference into such
filings.




Audit
Committee Report




The
primary responsibility of the Audit Committee (the “Committee”) is to assist the
Board of Directors in discharging its oversight responsibilities with respect to
financial matters and compliance with laws and regulations. The primary methods
used by the Committee to fulfill its responsibility with respect to financial
matters are:


21




·
            To appoint, evaluate, and, as the
      Committee may deem appropriate, terminate and replace Capital Gold’s
      independent registered public
  accountants;





·
            To monitor the independence of
      Capital Gold’s independent registered public
      accountants;





·
            To determine the compensation of
      Capital Gold’s independent registered public
      accountants;





·
            To pre-approve any audit
      services, and any non-audit services permitted under applicable law, to be
      performed by Capital Gold’s independent registered public
      accountants;





·
            To review Capital Gold’s risk
      exposures, the adequacy of related controls and policies with respect to
      risk assessment and risk
management;





·
            To monitor the integrity of
      Capital Gold’s financial reporting processes and systems of control
      regarding finance, accounting, legal compliance and information systems;
      and





·
            To facilitate and maintain an
      open avenue of communication among the Board of Directors, management and
      Capital Gold’s independent registered public
      accountants.




In
discharging its responsibilities relating to internal controls, accounting and
financial reporting policies and auditing practices, the Committee discussed
with Capital Gold’s independent registered public accountants, BDO USA, LLP, the
overall scope and process for its audit. The Committee has met with BDO USA,
LLP, with and without management present, to discuss the results of its
examinations and the overall quality of Capital Gold’s financial
reporting.




The
Committee has discussed with BDO USA, LLP its judgments about the quality, in
addition to the acceptability, of the Capital Gold’s accounting principles as
applied in Capital Gold’s financial reporting, as required by Statement on
Auditing Standards No. 90 “Communications with Audit Committees.”




The
Committee also has received a letter from BDO USA, LLP that is required by
applicable requirements of the Public Company Accounting Oversight Board
regarding the independent accountant's communications with the audit committee
concerning independence, and has discussed with BDO USA, LLP their
independence.




The
Committee has met and held discussions with management. The Committee has
reviewed and discussed with management Capital Gold’s audited consolidated
financial statements as of and for the fiscal years ended July 31, 2010 and
2009.




Based on
the reviews and discussions referred to above, the Committee recommended to the
Board of Directors that the audited financial statements referred to above be
included in Capital Gold’s Annual Report for the year ended July 31,
2010.




This
report is respectfully submitted by the members of the Audit Committee of the
Board of Directors.





AUDIT
COMMITTEE


John W.
Cutler, Committee Chairman


Gary C.
Huber


Stephen
M. Cooper





Change
of Auditors





As a
result of a review process undertaken by the Audit Committee of the Board of
Directors (the “Audit Committee”) of Capital Gold Corporation (the “Company”),
on January 19, 2010, Capital Gold notified Wolinetz, Lafazan & Company,
P.C. (“Wolinetz”) that it was dismissed as Capital Gold’s independent
registered public accounting firm.  The change in accountants did not
result from any dissatisfaction with the quality of professional services
rendered by Wolinetz.




The
reports of Wolinetz on Capital Gold’s financial statements for the fiscal years
ended July 31, 2009 and 2008 contained no adverse opinion or disclaimer of
opinion, were not qualified or modified as to uncertainty, audit scope or
accounting principles.




During
Capital Gold’s fiscal years ended July 31, 2009 and 2008, and through January
19, 2010, there have been no disagreements with Wolinetz on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedure, which disagreements, if not resolved to the satisfaction of
Wolinetz, would have caused Wolinetz to make reference thereto in its reports on
the financial statements.


22


The
Company has engaged BDO USA, LLP (“BDO”) as its new independent registered
public accounting firm as of January 22, 2010. During the fiscal years ended
July 31, 2009 and 2008, and through January 22, 2010, Capital Gold did not
consult with BDO regarding any of the matters described in Item 304(a)(2)(i) and
(ii) of Regulation S-K. In deciding to select BDO, the Audit Committee reviewed
auditor independence issues and existing commercial relationships with BDO and
concluded that BDO has no commercial relationship with Capital Gold that would
impair its independence.


23





Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.





Securities
Authorized for Issuance under Equity Compensation Plans




The
following table gives information about our Common Stock that may be issued upon
the exercise of options, warrants and rights under all of our equity
compensation plans as of July 31, 2010.





Number of
                  Securities to be
                  issued upon
                  exercise of
                  outstandingoptions,warrantsand rights
                
                
                Weighted-average
                  Exercise price of
                  Outstanding options,
                  warrants and rights
                
                
                Number of
                  securities
                  Remaining
                  available for future
                  issuance
                  under equity
                  compensation plans
                  (excluding
                  securities reflected
                  in column (a))Plan Category(a)
                
                
                (b)
                
                
                (c)Equity
      compensation plans approved by security holders:
                
                
                618,750
                
                
                $
                2.84
                
                
                
                2,819,766Equity
      compensation plans not approved by security holders:
                
                
                -
                
                
                $
                -
                
                
                
                N/ATotal
                
                
                618,750
                
                
                $
                2.84
                
                
                
                2,819,766





Beneficial
Ownership of Capital Gold’s Securities




The
following table sets forth as of October 1, 2010, the number and percentage of
outstanding shares of Common Stock beneficially owned by:





·
            Each person, individually or as a
      group, known to us to be deemed the beneficial owners of five percent or
      more of our issued and outstanding Common
  Stock;


·
            Each of our Directors and the
      Named Executives; and


·
            All of our officers and Directors
      as a group.





As of the
foregoing date, there were no other persons, individually or as a group, known
to us to be deemed the beneficial owners of five percent or more of the issued
and outstanding Common Stock.




This
table is based upon information supplied by Schedules 13D and 13G, if any, filed
with the SEC, and information obtained from our directors and named executives.
For purposes of this table, a person or group of persons is deemed to have
“beneficial ownership” of any shares of Common Stock which such person has the
right to acquire within 60 days of November 1, 2010. For purposes of computing
the percentage of outstanding shares of Common Stock held by each person or
group of persons named in the table, any security which such person or persons
has or have the right to acquire within such date is deemed to be outstanding
but is not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person. Except as indicated in the footnotes to this
table and pursuant to applicable community property laws, Capital Gold believes,
based on information supplied by such persons, that the persons named in this
table have sole voting and investment power with respect to all shares Common
Stock which they beneficially own.


24




Name
      and Address of Beneficial Owner
                                                                  
                                                                  Amount
      and Nature of
                                                                    Beneficial
      Ownership
                                                                  
                                                                  
                                                                  Approximate
      Percentage
                                                                    Beneficial
      Ownership (1)Sprott
      Asset Management, Inc.
                                                                  
                                                                  
                                                                  8,071,025
                                                                  
                                                                  
                                                                  
                                                                  13.
      1
                                                                  %Suite
      2700, South TowerRoyal
      Bank PlazaToronto,
      ON M5J 2J1CanadaVan
      Eck Associates Corporation
                                                                  
                                                                  
                                                                  4,193,000
                                                                  (2)
                                                                  
                                                                  
                                                                  6.
      8
                                                                  %335
      Madison Ave., 19th
      FlrNew
      York, NY 10017Colin
      Sutherland*
                                                                  
                                                                  
                                                                  242,318
                                                                  (3)
                                                                  
                                                                  
                                                                  **76
      Temple Terrace, Ste. 150Lower
      Sackville, Nova Scotia, B4C
      0A7Christopher
      M. Chipman*
                                                                  
                                                                  
                                                                  337,500
                                                                  (3)
                                                                  
                                                                  
                                                                  **826
      Fayette StreetConshohocken,
      PA 19428Scott
      Hazlitt*
                                                                  
                                                                  
                                                                  462,500
                                                                  (3)
                                                                  
                                                                  
                                                                  **9428
      W. Highway 50Salida,
      CO 81201Gary
      C. Huber*
                                                                  
                                                                  
                                                                  75,000
                                                                  (3)
                                                                  
                                                                  
                                                                  **2101
      East Euclid Ave.Centennial,
      CO 80121John
      W. Cutler*
                                                                  
                                                                  
                                                                  243,950
                                                                  (3)
                                                                  
                                                                  
                                                                  **4190
      Lively LaneDallas,
      TXStephen
      M. Cooper*
                                                                  
                                                                  
                                                                  226,500
                                                                  (3)
                                                                  
                                                                  
                                                                  **10475
      Park Meadows DriveSuite
      600Lone
      Tree, CO 80124All
      Officers and Directors as a Group (6 persons)
                                                                  
                                                                  
                                                                  1,562,768
                                                                  (3)
                                                                  
                                                                  
                                                                  2.5
                                                                  %





* Officer
and/or Director of Capital Gold Corporation


** Less
than 1%





(1)
            Based
      upon 61,324,632 shares issued and outstanding as of November 1,
      2010.


(2)
            Represents
      shares held within mutual funds and other client accounts managed by Van
      Eck Associates Corporation, none of which owns more than 5% of Capital
      Gold’s outstanding shares of Common
Stock.


(3)
            For
      Messrs. Sutherland, Chipman and Hazlitt includes, respectively, 226,072
      shares, 212,500 shares and 175,000 shares issuable upon exercise of
      options. For Messrs. Cutler and Cooper includes 225,000 shares each
      issuable upon exercise of options. For Mr. Huber includes 75,000 shares
      issuable upon exercise of options.





Changes
in Control




The
Company has executed a definitive merger agreement with Gammon Gold Inc., which
the company expects to result in a change in control of the company, as further
described in the proxy statement / prospectus on Form F-4  first filed
with the SEC on November 5, 2010.





Item
13.  Certain
Relationships and Related Transactions, and Director
Independence.





In August
2002, we purchased marketable equity securities of a related company. We
recorded approximately $7, $6 and $6 in expense reimbursements including office
rent from this entity for the years ended July 31, 2010, 2009 and 2008,
respectively.





We
utilize a Mexican Corporation, Caborca Industrial, for mining services. Caborca
Industrial was 100% owned by our former Chief Executive Officer and another
former officer of the Company. Ownership was relinquished upon their recent
resignations, and as of July 31, 2010, the Company was in the process of
transitioning ownership to two other of the Company’s executives. These services
include but are not limited to the payment of mining salaries and related costs.
Caborca Industrial bills the Company for these services at slightly above cost.
Mining expenses charged by Caborca Industrial and eliminated upon consolidation
amounted to approximately $5,807, $4,767 and $3,775 for the year ended July 31,
2010, 2009 and 2008, respectively.


25





We
incurred approximately $7, $15 and $7 for the years ended July 31, 2010,
2009 and 2008, respectively, for services provided related to marketing
materials. The firm providing the services is owned and operated by relatives of
our former President and COO, John Brownlie.





During
the years ended July 31, 2010, 2009 and 2008, we paid Jack Everett, our former
Vice President Exploration and Director, consulting fees of $0, $0 and $100,
respectively.  During the years ended July 31, 2010, 2009 and 2008, we paid
Robert Roningen, a former director, legal and consulting fees of $28, $8 and
$35, respectively.





A
majority of the members of our board of directors have qualified as
“independent” as defined in Section 803(a)(2) of the NYSE EURONEXT Company
Guide.  The Board of Directors has assessed the independence of each
non-employee director under the independence standards of the NYSE EURONEXT, and
has affirmatively determined all of our non-employee directors (Messrs. Cooper,
Cutler and Huber) are independent. Our Audit, Nominating and Corporate
Governance, Compensation, and Mergers and Acquisitions Committees are composed
entirely of independent directors.





Item
14. Principal
Accountant Fees and Services.





The Audit Committee had appointed the firm of Wolinetz, Lafazan
& Company, P.C. (“WL”) as our independent registered public accountants for
the fiscal year ending July 31, 2010 subsequently ratified by the
stockholders.




As a
result of a review process undertaken by the Audit Committee on January 19,
2010, we notified WL that it was dismissed as our independent registered
public accounting firm.  The change in accountants did not result from any
dissatisfaction with the quality of professional services rendered by
WL.





The
reports of WL on the Company’s financial statements for the fiscal years ended
July 31, 2009 and 2008 contained no adverse opinion or disclaimer of opinion,
were not qualified or modified as to uncertainty, audit scope or accounting
principles.





During
our fiscal years ended July 31, 2009 and 2008, and through January 19, 2010,
there have been no disagreements with WL on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope and procedure,
which disagreements, if not resolved to the satisfaction of WL, would have
caused WL to make reference thereto in its reports on the financial
statements.





During
the Company’s fiscal years ended July 31, 2009 and 2008, and through January 19,
2010, there have been no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.





The
Company has engaged BDO USA, LLP (“BDO”, formerly known as BDO Seidman, LLP) as
its new independent registered public accounting firm as of January 22, 2010.
During the fiscal years ended July 31, 2009 and 2008, and through January 22,
2010, the Company did not consult with BDO regarding any of the matters
described in Item 304(a)(2)(i) and (ii) of Regulation S-K. In deciding to select
BDO, the Audit Committee reviewed auditor independence issues and existing
commercial relationships with BDO and concluded that BDO has no commercial
relationship with the Company that would impair its independence.




BDO
audited our financial statements for the year ended July 31, 2010.  WL
audited our financial statements for the years ended July 31, 2009 and 2008. All
audit and professional services provided by BDO and WL were approved in advance
by the Audit Committee to assure such services do not impair the auditor's
independence from us. The total aggregate fees billed by BDO were $371 for the
fiscal year ended July 31, 2010.  The total aggregate fees billed by WL
were $139, $247 and $125 for the fiscal years ended July 31, 2010, 2009 and
2008, respectively. The following table shows the detailed fees billed to us by
BDO for professional services rendered during the fiscal year ended July 31,
2010.




Description of Fees
                  
                  2010Audit
      Fees
                  
                  $
                  299Audit-Related
      Fees
                  
                  
                  72Tax
      Fees
                  
                  
                  -All
      Other Fees
                  
                  
                  -Total
      Fees
                  
                  $
                  371




Audit Fees.Represents
fees for professional services provided for the audit of our annual financial
statements, services that are performed to comply with generally accepted
auditing standards, and review of our financial statements included in our
quarterly reports and services in connection with statutory and regulatory
filings.


26


Audit-Related Fees.Represents the fees for assurance and related services that are
reasonably related to the performance of the audit or review of our financial
statements.




Tax Fees.This
represents professional services rendered for tax compliance, tax advice and tax
planning.




All Other Fees.  BDO andWL were paid other fees for professional services related to the filing
of the Company’s Form S-4, during the fiscal years ended July 31,
2010.




The Board
of Directors considers BDO to be well qualified to serve as our independent
public accountants.  The Audit Committee will pre-approve all auditing
services and the terms thereof (which may include providing comfort letters in
connection with securities underwriting) and non-audit services (other than
non-audit services prohibited under Section 10A(g) of the Exchange Act or the
applicable rules of the SEC or the Public Company Accounting Oversight Board) to
be provided to us by the independent auditor; provided, however, the
pre-approval requirement is waived with respect to the provisions of non-audit
services for us if the "de minimus" provisions of Section 10A(i)(1)(B) of the
Exchange Act are satisfied. This authority to pre-approve non-audit services may
be delegated to one or more members of the Audit Committee, who shall present
all decisions to pre-approve an activity to the full Audit Committee at its
first meeting following such decision. The Audit Committee may review and
approve the scope and staffing of the independent auditors' annual audit
plan.





PART IV





Item
15.  Exhibits and
Financial Statement Schedules.





The
following exhibits are filed with this Amendment.




10.32
            Exploration
      and Assignment Option Agreement of Mining Concessions by and between
      Compañía Minera Huajicari, S.A. de C.V.,and Nayarit Gold de México, S.A.
      de C.V. dated May 8, 2008.10.33
            Amendment
      to the Exploration and Option to Purchase Mining Concessions Agreement by
      and between Compañia Minera Huajicari, S.A. de C.V., and Nayarit Gold de
      Mexico, S.A. de C.V., dated June, 2010.10.34
            Amendment
      to the Exploration and Option to Purchase Mining Concessions Agreement by
      and between Compañia Minera Huajicari, S.A. de C.V., and Nayarit Gold de
      Mexico, S.A. de C.V., dated December 10, 2009.10.35
            Orion
      Royalty Agreement by and between Nayarit Gold Inc. and Belitung Limited
      dated January 30, 2004.23.1
            Consent
      of BDO USA, LLP, independent registered public
  accountants.23.2
            Consent
      of Wolinetz, Lafazan & Company, P.C., independent registered public
      accountants.31.1
            Certification
      pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of
      1934 from the Company’s Chief Executive Officer.31.2
            Certification
      pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of
      1934 from the Company’s Chief Financial Officer.32.1
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 from the Company’s Chief Executive
      Officer.32.2
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 from the Company’s Chief Financial
      Officer.




Statements
contained in this Amendment as to the contents of any agreement or other
document referred to are not complete, and where such agreement or other
document is an exhibit to the Original Filing or is included in any forms
indicated above, each such statement is deemed to be qualified and amplified in
all respects by such provisions.


27





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.




CAPITAL
      GOLD CORPORATIONDated:
      November 23, 2010
                  By:
                  /s/ Colin
      SutherlandColin
      Sutherland, President and Director(Principal
      Executive Officer)


28





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.




/s/ Colin Sutherland
                
                November
      23, 2010Colin
      Sutherland, President and Director(Principal
      Executive Officer)/s/ Christopher M. Chipman
                
                November
      23, 2010Christopher
      M. Chipman, Chief Financial Officer and Corporate
Secretary(Principal
      Financial Officer)/s/ Scott Hazlitt
                
                November
      23, 2010Scott
      Hazlitt, Chief Operating Officer and Director/s/ Steve Cooper
                
                November
      23, 2010Steve
      Cooper, Chairman of the Board, Director,/s/ John W. Cutler
                
                November
      23, 2010John
      W. Cutler, DirectorNovember
      __, 2010Gary
      Huber, Director


29