CAPITAL GOLD CORPORATION
CAPITAL
GOLD CORPORATION
Nayarit
Gold, Inc.
Nayarit
Gold, Inc.
00 Xxxxxx
Xxxxxxx, Xxxxx 000
Xxxxx
Xxxxxxxxx, Xxxx Xxxxxx
X0X
0X0
Re: Capital Gold Corporation
(the “Company”)
Ladies
and Gentlemen:
Reference is made to the Business
Combination Agreement by and between the Company and Nayarit Gold, Inc. dated
February 10, 2010 and amended on April 29, 2010. Pursuant to Section
7.1(b) of the Agreement, as amended, either party may terminate the Agreement by
written notice if the closing conditions set forth in Section 6.1 have not been
satisfied by the date which is 150 days after the date of the Agreement, or July
10, 2010 (the “Completion Deadline”). We understand the Nayarit
shareholder meeting to approve the transaction is scheduled to be held on July
12, 2010 and, subject to shareholder approval at that meeting, the intent is to
work together to close the amalgamation promptly
thereafter. Accordingly, we agree to extend the Completion Deadline
to August 2, 2010.
Please acknowledge your
understanding of (and agreement to, as applicable) the terms and conditions
outlined above by signing a copy of this letter and returning it to the
undersigned.
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Very
truly yours,
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CAPITAL
GOLD CORPORATION
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By:
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/s/ Xxxxxxxxxxx Xxxxxxx | |
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Name:
Xxxxxxxxxxx Xxxxxxx
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Title:
Chief Financial
Officer
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NAYARIT
GOLD, INC.
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By:
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/s/ Xxxxx Xxxxxxxxxx | |
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Name:
Xxxxx Xxxxxxxxxx
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Title:
President
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