Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
13-3180530
(I.R.S.
Employer
Identification
Number)
|
Title
of each class
to
be so registered
|
Name
of each exchange on which
each
class is to be registered
|
|
Common
Stock, $0.0001 par value
|
NYSE
AMEX
|
Exhibit
No.
|
Description
|
3.1
|
Certificate
of Incorporation of the Company dated September 22, 2005 (Incorporated by
reference to Exhibit 3.3 to the Company’s Registration Statement on Form
SB-2 (File No. 333-129939) filed on November 23, 2005), as amended by the
Certificate of Amendment dated February 26, 2007 (Incorporated by
reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-QSB
for the quarterly period ended January 31, 2007 and filed on March 19,
2007), as further amended by the Certificate of Amendment dated January
24, 2008 (Incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K filed on January 30, 2008), as further amended
by the Certificate of Amendment dated January 19, 2010 (Incorporated by
reference to the Company’s Definitive Proxy on Schedule 14A filed on
September 16, 2008).
|
|
3.2
|
Amended
and Restated By-Laws of the Company dated September 1, 2009 (Incorporated
by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K
filed on September 3, 2009).
|
Dated:
February 1, 2010
|
CAPITAL
GOLD CORPORATION
|
||
By:
|
/s/ John Brownlie | ||
Name:
John Brownlie
Title:
President and Chief Operating Officer
|