by
the selling stockholders
|
16,944,209
Shares
|
|
Common
stock outstanding
|
||
prior
to this offering
|
171,643,646
Shares
|
|
Use
of Proceeds
|
We
will not receive any of the proceeds from the sale of the shares
of common
stock because they are being offered by the selling stockholders
and we
are not offering any shares for sale under this prospectus, but
we may
receive proceeds from the exercise of warrants and options held
by the
selling stockholders. We will apply such proceeds, if any, toward
future
exploration and/or acquisitions and for working capital. See "Use
of
Proceeds."
|
|
Over-The-Counter
Bulletin
|
||
Board
symbol
|
CGLD
|
|
Toronto
Stock Exchange symbol
|
CGC
|
·
|
Up
to 12,561,667 shares of common stock owned by certain of the selling
stockholders; and
|
·
|
Up
to 4,382,542 shares of common stock issuable upon the exercise
of
outstanding warrants and options.
|
For
the Years Ended
|
||||||||||||||||
July
31,
|
||||||||||||||||
2002
|
|
2003
|
|
2004
|
|
2005
|
|
2006
|
|
|||||||
|
|
(consolidated)
|
|
(consolidated)
|
|
(consolidated)
|
|
(consolidated)
|
|
(consolidated)
|
||||||
Revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Mine
Expenses
|
$
|
709,961
|
$
|
1,028,899
|
$
|
673,050
|
$
|
851,374
|
$
|
1,940,805
|
||||||
Selling,
General and
|
||||||||||||||||
Administrative
|
$
|
639,652
|
$
|
770,629
|
$
|
687,722
|
$
|
1,005,038
|
$
|
2,135,493
|
||||||
Stock
& Warrants
|
||||||||||||||||
Issued
for Services
|
$
|
222,338
|
$
|
288,623
|
$
|
379,033
|
$
|
187,844
|
$
|
89,391
|
||||||
Depreciation
&
|
||||||||||||||||
Amortization
|
$
|
3,105
|
$
|
-
|
$
|
-
|
$
|
7,431
|
$
|
38,969
|
||||||
Total
Other
|
||||||||||||||||
Income
(Expense)
|
$
|
2,027,810
|
$
|
(11,735
|
)
|
$
|
(950,005
|
)
|
$
|
46,005
|
$
|
(600,034
|
)
|
|||
Minority
Interest
|
$
|
54,543
|
$
|
180,625
|
$
|
51,220
|
$
|
-
|
$
|
-
|
||||||
Write
Down of Mining,
|
||||||||||||||||
Milling
and Other
|
||||||||||||||||
Property
and Equipment
|
$
|
999,445
|
$
|
-
|
$
|
300,000
|
$
|
-
|
$
|
-
|
||||||
Net
Loss
|
$
|
(492,148
|
)
|
$
|
(1,919,261
|
)
|
$
|
(2,938,590
|
)
|
$
|
(2,005,682
|
)
|
$
|
(4,804,692
|
)
|
For
the Nine months Ended
|
|||||||
April
30,
|
|||||||
2006
|
|
2007
|
|
||||
|
|
(consolidated)
|
|
(consolidated)
|
|
||
|
|
(unaudited)
|
|
(unaudited)
|
|||
Revenues
|
$
|
-
|
$
|
-
|
|||
Mine
Expenses
|
$
|
1,528,653
|
$
|
743,334
|
|||
Selling,
General and
|
|||||||
Administrative
|
$
|
1,377,104
|
$
|
2,151,362
|
|||
Stock
& Warrants
|
|||||||
Issued
for Services
|
$
|
6,585
|
$
|
153,093
|
|||
Exploration
|
$
|
-
|
$
|
581,395
|
|||
Depreciation
& Amortization
|
$
|
27,000
|
$
|
631,797
|
|||
Total
Other Income (Expense)
|
$
|
(276,814
|
)
|
$
|
(1,222,586
|
)
|
|
Net
Loss
|
$
|
(3,216,156
|
)
|
$
|
(5,483,568
|
)
|
|
|
As
of July 31,
|
||||||||||||||
2002
|
|
2003
|
|
2004
|
|
2005
|
|
2006
|
|
|||||||
|
|
(consolidated)
|
|
(consolidated)
|
|
(consolidated)
|
|
(consolidated)
|
|
(consolidated)
|
||||||
Working
Capital
|
$
|
1,192,871
|
$
|
105,661
|
$
|
182,939
|
$ | 4,239,991 |
$
|
7,031,526
|
||||||
Total
Assets
|
$
|
2,056,851
|
$
|
761,607
|
$
|
485,753
|
$ | 5,551,871 |
$
|
9,545,580
|
||||||
Total
Liabilities
|
$
|
467,017
|
$
|
254,299
|
$
|
204,159
|
$
|
282,816
|
$
|
615,643
|
||||||
Stockholders’
Equity
|
$
|
1,622,119
|
$
|
651,000
|
$
|
281,594
|
$ | 5,269,055 |
$
|
8,929,937
|
As
of April 30
|
|
|
|
||||
|
|
2006
|
|
2007
|
|
||
|
|
(consolidated)
|
|
(consolidated)
|
|
||
|
|
(unaudited)
|
|
(unaudited)
|
|||
Working
Capital
|
$
|
8,213,728
|
$
|
9,358,500
|
|||
Total
Assets
|
$
|
10,535,564
|
$
|
27,854,550
|
|||
Total
Liabilities
|
$
|
462,992
|
$
|
14,587,942
|
|||
Stockholders’
Equity
|
$
|
10,072,572
|
$
|
13,266,608
|
·
|
the
level of interest rates,
|
·
|
the
rate of inflation,
|
·
|
central
bank sales,
|
·
|
world
supply of gold and
|
·
|
stability
of exchange rates.
|
·
|
labor
disputes,
|
·
|
invalidity
of governmental orders,
|
·
|
uncertain
or unpredictable political, legal and economic
environments,
|
·
|
war
and civil disturbances,
|
·
|
changes
in laws or policies,
|
·
|
taxation,
|
·
|
delays
in obtaining or the inability to obtain necessary governmental
permits,
|
·
|
governmental
seizure of land or mining claims,
|
·
|
limitations
on ownership,
|
·
|
limitations
on the repatriation of earnings,
|
·
|
increased
financial costs,
|
·
|
import
and export regulations, including restrictions on the export of
gold,
and
|
·
|
foreign
exchange controls.
|
·
|
ownership
of assets,
|
·
|
land
tenure,
|
·
|
mining
policies,
|
·
|
monetary
policies,
|
·
|
taxation,
|
·
|
rates
of exchange,
|
·
|
environmental
regulations,
|
·
|
labor
relations,
|
·
|
repatriation
of income and/or
|
·
|
return
of capital.
|
·
|
stricter
standards and enforcement,
|
·
|
increased
fines and penalties for non-compliance,
|
·
|
more
stringent environmental assessments of proposed projects and
|
·
|
a
heightened degree of responsibility for companies and their officers,
directors and employees.
|
·
|
environmental
hazards,
|
·
|
industrial
accidents,
|
·
|
metallurgical
and other processing,
|
·
|
acts
of God, and/or
|
·
|
mechanical
equipment and facility performance problems.
|
·
|
damage
to, or destruction of, mineral properties or production
facilities,
|
·
|
personal
injury or death,
|
·
|
environmental
damage,
|
·
|
delays
in mining,
|
·
|
monetary
losses and /or
|
·
|
possible
legal liability.
|
·
|
the
location of economic ore bodies,
|
·
|
development
of appropriate metallurgical processes,
|
·
|
receipt
of necessary governmental approvals and
|
·
|
construction
of mining and processing facilities at any site chosen for mining.
|
·
|
the
price of gold,
|
·
|
the
particular attributes of the deposit, such as its
|
·
|
size,
|
·
|
grade
and
|
·
|
proximity
to infrastructure,
|
·
|
financing
costs,
|
·
|
taxation,
|
·
|
royalties,
|
·
|
land
tenure,
|
·
|
land
use,
|
·
|
water
use,
|
·
|
power
use,
|
·
|
importing
and exporting gold and
|
·
|
environmental
protection.
|
Common
Stock
|
Common
Stock
|
|||||||||
Owned
Prior
|
No.
of Shares
|
Owned
After
|
||||||||
Selling
Stockholder
|
To
Offering
|
Being
Offered
|
The
Offering
|
|||||||
Strategic
Precious Metal Fund
(1)
|
12,500,000(1
|
)
|
12,500,000(1
|
)
|
—
|
|||||
Efstratios
Manolas (2)
|
250,000(2
|
)
|
250,000(2
|
)
|
—
|
|||||
Weston
Compagnie de Finance et
d’Investissement
S.A (3)
|
425,000(3
|
)
|
425,000(3
|
)
|
—
|
|||||
SC
Fundamental Value BVI, Ltd. (4)
|
1,436,695(4
|
)
|
833,334(4
|
)
|
603,361
|
|||||
SC
Fundamental Value Fund, LP (5)
|
2,002,542(5
|
)
|
1,250,000(5
|
)
|
752,542
|
|||||
Wendy
Caledon(6)
|
81,250(6
|
)
|
81,250(6
|
)
|
—
|
|||||
Michael
J. Hampton(7)
|
291,500(7
|
)
|
187,500(7
|
)
|
—
|
|||||
Yuet-Ha
Mo(8)
|
50,000(8
|
)
|
50,000(8
|
)
|
—
|
|||||
Howard
Klein*
(9)
|
100,000(9
|
)
|
100,000(9
|
)
|
—
|
|||||
Dominic
Frisby(10)
|
125,000(10
|
)
|
125,000(10
|
)
|
—
|
|||||
Broadband
Capital
Management
LLC* (11)
|
25,000(11
|
)
|
25,000(11
|
)
|
—
|
|||||
Fairbanc
Advisors Ltd. (12)
|
917,125(12
|
)
|
917,125(12
|
)
|
—
|
|||||
Richard
Feiner (13)
|
200,000
(13
|
)
|
100,000
(13
|
)
|
—
|
|||||
William
Bodenlos* (14)
|
100,000
(14
|
)
|
100,000
(14
|
)
|
*
|
This
selling stockholder has identified itself as a broker-dealer or
an
affiliate of a registered broker-dealer.
|
(1)
|
Includes
2,500,000 shares issuable upon exercise of warrants issued in the
January
2007 Private Placements. The securities are held of record by Banque
Cantonale Vaudoise. We have been advised that FidFund Management
SA is the
Fund Manager for Strategic Precious Metal Fund and that various
persons at
the Fund Manager, including its directors, Christian Piguet, Gino
Leonardi, Ariane Ischi, Claudio Müller and Herzig Steve, share dispositive
and voting power over the shares held by Strategic Precious Metal
Fund.
Two signatories are required to take any such
action.
|
(2)
|
The
securities are held of record by HSBC Private Bank (Suisse)(SA).
Includes
50,000 shares issuable upon exercise of warrants issued in the
January
2007 Private Placements.
|
(3) |
Includes
85,000 shares issuable upon exercise of warrants issued in the
January
2007 Private Placements. The selling stockholder has identified
Raphael R.
W. Gerstel ,
its Managing Director, as the natural person with voting and investment
control over shares of our common stock beneficially owned by the
selling
stockholder.
|
(4)
|
Includes
166,667 shares issuable upon exercise of warrants issued in the
January
2007 Private Placements. The selling stockholder has identified
Peter M.
Collery, President of SC Fundamental BVI, Inc., as a natural person
with
voting and investment control over shares of our common stock beneficially
owned by the selling stockholder. SC Fundamental BVI, Inc., is
the
Managing general partner of SC-BVI Partners, the selling stockholder’s
investment advisor. Excludes shares owned by SC
Fundamental Value Fund, LP. Although SC Fundamental Value Fund,
LP and SC
Fundamental Value BVI, Ltd. are under common control, each disclaims
beneficial ownership of the securities owned by the
other.
|
(5)
|
Includes
250,000 shares issuable upon exercise of warrants issued in the
January
2007 Private Placements. The selling stockholder has identified
Peter M.
Collery, a control person of SC Fundamental LLC, as a natural person
with
voting and investment control over shares of our common stock beneficially
owned by the selling stockholder. SC Fundamental LLC is the general
partner of the selling stockholder. Excludes shares owned by SC
Fundamental Value BVI, Ltd. Although SC Fundamental Value BVI,
Ltd. and SC
Fundamental Value Fund, LP are under common control, each disclaims
beneficial ownership of the securities owned by the
other.
|
(6)
|
Includes
16,250 shares issuable upon exercise of warrants issued in the
January
2007 Private Placements.
|
(7)
|
The
shares owned include 60,000 shares issuable upon exercise of previously
issued warrants. The shares owned and offered include 37,500 shares
issuable upon exercise of warrants issued in the January 2007 Private
Placements.
|
(8)
|
The
shares owned include 10,000 shares issuable upon exercise of warrants
issued in the January 2007 Private
Placements.
|
(9)
|
The
shares owned are all issuable upon exercise of options. Mr. Klein
is the
Managing Member of RK Equity Advisors, LLC, an entity that provides
consulting services to us and received the options as partial
consideration for such services. RK Equity Advisors, LLC subsequently
transferred them to Mr. Klein. Mr. Klein is a Managing Director
of
Broadband Capital Management LLC. He disclaims beneficial ownership
of the
placement agent options, and shares issuable upon exercise thereof,
issued
to Broadband.
|
(10)
|
The
shares owned include 25,000 shares issuable upon exercise of warrants
issued in the January 2007 Private
Placements.
|
(11)
|
The
shares offered and owned represent shares issuable upon exercise
of
placement agent warrants issued with regard to one of the January
2007
Private Placements. The selling stockholder was the placement agent
for
the January 2007 Private Placement conducted in the United States.
The
selling stockholder has identified Michael Rapp and Phil Wagenheim
as
natural persons with voting and investment control over shares
of our
common stock beneficially owned by the selling stockholder. Howard
Klein,
another selling stockholder, is a Managing Director of Broadband
Capital
Management LLC. He disclaims beneficial ownership of the placement
agent
options, and shares issuable upon exercise thereof, owned by Broadband.
|
(12) |
The
shares offered represent shares issuable upon the exercise of 100,000
options unrelated to the January 2007 Private Placement and 817,125
placement agent warrants issued with regard to one of the January
2007
Private Placements. These options and warrants were transferred
to the
selling stockholder by Paul Ensor. Paul Ensor was the placement
agent for
the January 2007 Private Placement conducted outside of the United
States.
The selling stockholder has identified Peter Grut, Director of
Fairbanc
Advisors Ltd as the natural person with voting and investment control
over
shares of our common stock beneficially owned by the selling stockholder.
|
(13)
|
Consists
of shares issuable upon exercise of outstanding options. 100,000
of these
option shares have been registered for public resale in a prior
registration statement.
|
(14)
|
The
shares owned and offered consist of shares issuable upon exercise
of
placement agent warrants issued to Broadband Capital Management
LLC as the
placement agent in the January 2007 Private Placement conducted
in the
United States and transferred to Mr. Bodenlos. Mr. Bodenlos is
affiliated
with Broadband Capital Management
LLC.
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares
as agent
but may position and resell a portion of the block as principal
to
facilitate the transaction;
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer
for its
account;
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
·
|
privately
negotiated transactions;
|
·
|
short
sales
that are not violations of the laws and regulations of any state
or the
United States;
|
·
|
broker-dealers
may agree with the selling stockholders to sell a specified number
of such
shares at a stipulated price per
share;
|
·
|
a
combination of any such methods of sale;
and
|
·
|
any
other method permitted pursuant to applicable
law.
|
·
|
it
purchased the shares in the ordinary course of business; and
|
·
|
at
the time of the purchase of the shares to be resold, it had no
agreements
or understandings, directly or indirectly, with any person to distribute
the shares.
|
·
|
it
intends to take possession of the registered securities or to facilitate
the transfer of such certificates;
|
·
|
the
complete details of how the selling stockholders' shares are and
will be
held, including location of the particular
accounts;
|
·
|
whether
the member firm or any direct or indirect affiliates thereof have
entered
into, will facilitate or otherwise participate in any type of payment
transaction with the selling stockholders, including details regarding
any
such transactions; and
|
·
|
in
the event any of the securities offered by the selling stockholders
are
sold, transferred, assigned or hypothecated by any selling stockholder
in
a transaction that directly or indirectly involves a member firm
of the
NASD or any affiliates thereof, that prior to or at the time of
said
transaction the member firm will timely file all relevant documents
with
respect to such transaction(s) with the Corporate Finance Department
of
the NASD for review.
|
(a)
|
Our
annual report on Form 10-KSB for our fiscal year ended July 31,
2006.
|
(b)
|
Our
quarterly report on Form 10-QSB for the quarterly period ended
October 31,
2006.
|
(c)
|
Our
quarterly report on Form 10-QSB for the quarterly period ended
January 31,
2007.
|
(d)
|
Our
quarterly report on Form 10-QSB/A for the quarterly period ended
April 30,
2007.
|
(e)
|
Our
proxy statement on schedule 14A for our 2007 annual
meeting.
|
(f)
|
Our
Current Reports on Form 8−K filed with the SEC on September 5, 2007, June
12, 2007, March 27, 2007, February 26, 2007, February 9, 2007,
January 29,
2007 and December 5, 2006.
|
(g)
|
A
description of our common stock contained in our registration statement
on
Form SB-2, SEC File No. 333-138858, and any amendment or report
filed for
the purpose of updating this description filed subsequent to the
date of
this prospectus and prior to the termination of this
offering.
|
Page
|
||||
Prospectus
Summary
|
2
|
|||
Risk
Factors
|
5
|
|||
Forward-looking
Statements
|
13
|
|||
Use
of Proceeds
|
14
|
|||
Selling
Stockholders
|
14
|
|||
How
the Shares May Be Distributed
|
17
|
|||
Legal
Matters
|
20
|
|||
Experts
|
20
|
|||
Where
you can find More information
|
20
|
|||
Information
Incorporated By
Reference
|
21
|