UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December ~~November 20~~17, 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))

OnItem 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 “Lenders”)8.01 ~~The~~Other Binding Offer Letter calls for Northwest to be issued common stock equal to 51% of Firstgold’s then outstanding shares in exchange for $9,500,000. The terms of the Northwest purchase of Firstgold stock is subject to stockholder approval and customary closing conditions. At the same time as the subscription for shares is made by Northwest, Northwest is to loan an additional $5,500,000 to Firstgold for repayment of creditor debts owed by Firstgold. Events

~~The~~As ~~purchase~~previously ofreported, ~~the~~in ~~Secured~~conjunction ~~Notes~~with ~~was~~a ~~expected~~series toof ~~occur~~proposed ontransactions orbetween ~~before~~Firstgold ~~August~~Corp. ~~31,~~and the ~~2009 however this date was previously extended to October 31~~Xi'an, ~~2009~~China ~~and~~headquartered ~~then~~Northwest toNon-Ferrous ~~November~~International ~~17,~~Investment ~~2009.~~Company ~~However~~Limited (“Northwest”), the ~~additional~~parties ~~time~~sought ~~was required~~ to obtain necessary regulatory approvals including the filing of a joint application by Northwest and Firstgold with the Committee on Foreign Investment in the United States (“CFIUS”) on October 6, 2009 relating to the proposed acquisition of Firstgold control shares by Northwest and the acquisition of $11,500,000 ~~the~~of Secured Notes. ~~Due~~On toNovember ~~the~~6, ~~ongoing~~2009 Firstgold and Northwest were informed by CFIUS that additional time was required to complete their review, of the ~~Lenders~~Application ~~entered~~pursuant ~~into~~to ~~Extension~~applicable ~~Agreements~~authority ~~effective~~and asinvoked ofan ~~September~~additional ~~15,~~45-day ~~2009~~period in which to ~~extend~~perform a full investigation of the ~~Closing~~Application. ~~Date~~Pursuant to ~~October~~discussions ~~31,~~between ~~2009~~CFIUS and representatives ~~effective~~of asthe ofApplicants ~~October~~culminating 31late last week, ~~2009~~CFIUS made its determination to ~~extend~~disapprove the ~~Closing~~Application. ~~Date~~CFIUS toofficials ~~November~~based ~~17,~~this ~~2009.~~decision ~~$220~~on serious,~~000~~ ~~was~~significant ~~paid~~and toconsequential ~~the~~national ~~Lenders~~security asissues ~~payment~~they ~~for~~had ~~the~~identified ~~extension~~including ~~through~~ the ~~end~~fact ofthat ~~October.~~Firstgold’s ~~Pursuant~~properties were adjacent to ~~the~~or ~~October 31,~~in ~~2009~~proximity ~~extension,~~to ~~Firstgold~~a ismilitary ~~required~~air tobase. ~~pay~~In anfurther ~~additional~~discussions ~~$220,000~~CFIUS atofficials ~~closing~~determined tothat ~~the~~no ~~Lenders~~mitigation ~~for~~scenarios ~~agreeing~~could tosufficiently ~~extend~~resolve the ~~Closing~~identified ~~Date.~~national security issues.

OnIn ~~November~~light ~~6, 2009 the Registrant was informed by CFIUS that additional time was required to complete their review~~ of the ~~Application pursuant to applicable authority. Until CFIUS approval is obtained~~above, ~~Northwest is unable to fund~~ the ~~transactions~~Applicants ~~under~~have the ~~Binding~~option ~~Offer~~of ~~Letter.~~either ~~Consequently,~~withdrawing the ~~parties~~Application ~~entered~~or ~~into~~allowing ~~another Extension Agreement dated November 20, 2009 (~~the ~~“November~~CFIUS ~~Extension”). Pursuant~~recommendation toof ~~the~~disapproval ~~November Extension the Lenders agreed~~ to ~~extend~~be ~~the~~forwarded ~~time in which Northwest had~~ to ~~acquire~~ the ~~Secured~~President ~~Notes~~for tohis ~~December~~action ~~30, 2009. In return Firstgold agreed~~ to: ~~reduce~~(i) ~~the~~acceptance ~~exercise price~~ of ~~Warrants held by~~ the ~~Lenders~~CFIUS ~~to acquire 15~~action,~~000,000~~ ~~shares~~(ii) ofallow ~~Firstgold~~the ~~common~~transaction ~~stock from $0.145/share~~ to ~~$0.075/share~~proceed ~~and~~despite ~~extend~~ the ~~term~~CFIUS ~~from~~objection ~~August~~or 7,(iii) ~~2011~~allow tothe ~~August~~transaction 7,to ~~2012.~~proceed ~~Firstgold~~but iswith ~~also required to pay~~ an ~~“Exchange~~appropriate ~~Right~~mitigation ~~Termination~~plan ~~Fee”~~that ofaddresses ~~$500,000 to~~ the ~~Lenders by~~national ~~November~~security ~~27, 2009~~issues. IfThe ~~Firstgold~~Applicants ~~fails~~have tountil ~~make~~December ~~the payment~~21, ~~the~~2009 ~~Lenders are permitted, at their option, to exchange~~ (the ~~Warrant~~expiration ~~for convertible promissory notes with an aggregate principal amount~~ of ~~$3,000,000~~the ~~due~~CFIUS onreview ~~December~~period) 1,to ~~2010~~decide ~~and~~whether ~~convertible into Firstgold shares equal~~ to ~~9.9%~~withdraw ofthe ~~Firstgold’s~~Application ~~then~~or ~~outstanding~~allow ~~common~~the ~~stock.~~Application ~~The~~to ~~November~~be ~~Extension~~forwarded ~~also requires Firstgold~~ to ~~secure~~the aPresident ~~minimum~~who ofmust ~~$300,000~~then ofact ~~working~~upon ~~capital~~the tomatter ~~fund~~within ~~Firstgold’s~~15 ~~operations until December 30, 2009~~days.

In light of these recent and unexpected developments, all parties to the transactions are assessing their positions and future courses of action.

Item 9.01 Financial Statements and Exhibits

Exhibits

10.31a	Northwest Transaction Extension Letter dated November 20, 2009 for Lakewood Group LLC
10.31b	Northwest Transaction Extension Letter dated November 20, 2009 for Platinum Long Term Growth LLC
99.1	Press Release dated November 23, 2009

99.1	Press Release dated December 17, 2009

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: November 24, 2009	FIRSTGOLD CORP.
Date: December 18, 2009		FIRSTGOLD CORP.
	By:	/s/ Terry Lynch
		Terry Lynch, Chief Executive Officer

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