UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF THE~~

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~September~~July 1516, 2009

FIRSTGOLD CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware

0-20722

16-1400479

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1055 Cornell Avenue

Lovelock, NV

89419

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (775) 273-7800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On July 16, 2009 Firstgold entered into a Binding Offer Letter and certain implementing agreements, documenting an agreement in principle with a new investor, the Xi'an, China headquartered NORTHWEST NON-FERROUS INTERNATIONAL INVESTMENT COMPANY LIMITED (“Northwest”), to acquire the senior secured promissory notes ~~(“Secured Notes”)~~ currently held by Platinum Long Term Growth, LLC and Lakewood Group, LLC. ~~(the~~Among other ~~“Lenders”).~~things, ~~The~~Northwest ~~purchase~~would ofassume the ~~Secured~~security ~~Notes~~interests ~~was~~and ~~expected~~title toliens ~~occur~~currently onheld orby ~~before~~Platinum ~~September~~and ~~30,~~Lakewood ~~2009.~~thus ~~However,~~making ~~additional~~Northwest ~~time~~the ~~was~~Company’s ~~required~~primary tosecured ~~obtain~~lender. ~~necessary~~As ~~regulatory~~part ~~approvals~~of ~~including~~ the ~~filing~~transaction, ofNorthwest anhas ~~application~~also ~~with~~agreed ~~the~~to ~~Committee~~subscribe onfor ~~Foreign~~common ~~Investment~~shares inof Firstgold representing 51% of the ~~United~~outstanding ~~States~~common shares (~~“CFIUS”).~~after ~~Due~~giving effect to the ~~need~~subscription) for ~~additional time~~US$9,500,000 ~~the~~and ~~Lenders~~has ~~entered~~also ~~into~~agreed ~~Extension~~to ~~Agreements~~provide ~~effective~~a asUS$5,500,000 ofloan ~~September~~facility ~~15,~~to ~~2009~~Firstgold to ~~extend~~fund ~~the~~working ~~Closing~~capital. ~~Date to~~The ~~October~~proposed ~~31,~~transaction ~~2009. Firstgold~~ is ~~required~~subject to ~~pay~~a ~~$110~~number of conditions,~~000~~ ~~per~~including ~~month~~completion ~~commencing~~of ~~September~~due 1diligence by Northwest to its satisfaction, ~~2009~~negotiation ~~for~~and ~~each~~execution ~~month~~of ~~the~~definitive ~~Lenders~~agreements ~~agree~~and todocuments ~~extend~~contemplated by the ~~Closing~~transaction, ~~Date.~~and ~~$220~~obtaining all required government,~~000~~ ~~was~~regulatory ~~paid~~and toshareholder ~~the~~approvals. ~~Lenders~~Pre-loan asfunding ~~payment~~representing an initial deposit provided for in the ~~extension~~Binding ~~through~~Offer ~~the~~Letter ~~end~~was ofreceived ~~October~~on July 16, 2009.

~~Firstgold~~Upon ~~recently~~closing ~~secured $600,000~~ of ~~new interim financing. The money was advanced in~~ the form of convertible promissory notes bearing interest at 12% per annum and payable on demand. The notes may also be converted into shares of Firstgold common stock at a conversion rate of $0.05 per share. In additiontransaction, the ~~note~~current ~~holders~~secured ~~were~~lenders ~~offered~~have anagreed ~~option~~ to ~~buy~~drop upall tolegal ~~3,000~~actions ~~ounces~~against ofthe ~~gold~~Company atand ~~$500~~its ~~per ounce from any future production by Firstgold~~officers.

Prior to completing the Northwest transaction, Firstgold will be negotiating the elimination of certain unsecured debt and outstanding warrants by issuing common shares to the holders thereof. These negotiated settlements along with the proposed issuance of stock to Northwest will result in significant shareholder dilution to the 141,820,013 shares currently outstanding.

However, the Firstgold Board believes that the benefits of this proposed transaction and the additional working capital resulting from the proposed transaction are in the best interest of the Company and its stockholders.

On August 6, 2009 the parties revised the Binding Offer Letter to rename certain of the transactional agreements to be entered into but made no material changes to the terms set forth in the original Binding Offer Letter.

Item 9.01 Financial Statements and Exhibits

Exhibits

9910.130(a) ~~Press~~Amended ~~Release~~Binding Offer Letter dated ~~September~~August 216, 2009 (Confidential treatment requested as to certain portions)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 22, 2009	FIRSTGOLD CORP.
Date: November 24, 2009	FIRSTGOLD CORP.
	By:	/s/ Terry Lynch
		Terry Lynch, Chief Executive Officer

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