TORONTO, ONTARIO--(Marketwire - April 27, 2011) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Ryan Gold Corp. (News - Market indicators) ("Ryan Gold" or the "Company") is pleased to announce that it has entered into an agreement pursuant to which a syndicate of underwriters co-led by GMP Securities L.P. and Dundee Securities Ltd. and including PowerOne Capital Markets Limited and Clarus Securities Inc. (collectively, the "Underwriters") have agreed to purchase or arrange for substituted purchasers to purchase, on a private placement basis, 10,000,000 units (the "Units") at a price of $2.00 per Unit (the "Unit Issue Price") for gross proceeds of $20,000,000 and 8,900,000 flow through common shares (the "Flow-Through Shares" and together with the Units, the "Offered Securities") at a price of $2.25 per Flow- Through Share for gross proceeds of $20,025,000 (collectively, the "Offering"). The Company has also granted to the Underwriters an option exercisable in whole or in part, in the sole discretion of Underwriters, at any time up to 48 hours prior to the Closing Date (as defined below), to purchase up to 5,000,000 additional Units for additional gross proceeds of up to $10,000,000 at a price per Unit equal to the Unit Issue Price.
Each Unit will consist of one common share in the capital of the Company (each a "Common Share") and one- half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share (a "Warrant Share") at a price of $3.00 per Warrant Share (the "Exercise Price") for a period of 24 months following the Closing Date. However, if for a period of 20 consecutive trading days between the date that is four months following the Closing Date and the expiry of the Warrant, the closing price of the common shares on the TSX Venture Exchange or such other stock exchange where the majority of the trading volume occurs, exceeds a 25% premium to the Exercise Price, the Company may, within 30 days of such an occurrence, give written notice to the holders of the Warrants that the Warrants will expire at 5:00 p.m. (Toronto time) on the 30th day following giving of such notice unless exercised by the holders prior to such date.
Ned Goodman Investment Counsel Limited, a wholly owned subsidiary of Dundee Corporation, currently controls or directs in aggregate approximately 19.4% of the issued and outstanding Common Shares on an undiluted basis, and 20.16% of the issued and outstanding Common Shares on an partially diluted basis, and has indicated that it will maintain up to its pro rata share of the Company through the purchase of Offered Securities on behalf of managed accounts. Osisko Mining Corporation (TSX:OSK) ("Osisko") which currently directly or indirectly owns, controls or directs approximately 9.6% of the issued and outstanding Common Shares, has indicated that it will maintain its pro rata interest in the Company and agreed to acquire up to 2,293,333 Units.
The Company may be considered a connected/related issuer to one of the Underwriters, Dundee Securities Ltd., because: (i) Dundee Securities Ltd., the directors, officers, employees and affiliates thereof, and the associates of each of them (collectively, the "Dundee Group") own or control more than 10% of the issued and outstanding shares of the Company and (ii) 25% of the Company's directors are also directors and/or officers of the Dundee Group or its related issuers.
The Company has agreed to pay to the Underwriters a cash commission equal to 6% of the gross proceeds raised from the Offering and to issue to the Underwriters, broker warrants exercisable to acquire that number of Common Shares that is equal to 6% of the number of Offered Securities sold pursuant to the Offering at an exercise price of $2.00 per Common Share at any time on or before the date which is 24 months following the closing of the Offering.
Closing of the Offering is expected to occur on or about May 12, 2011 (the "Closing Date") and is subject to certain customary conditions, including, but not limited to, the execution of an underwriting agreement, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange; and the closing of the previously announced acquisition by the Company of properties from Shawn Ryan and 45127 Yukon Inc. (the "Acquisition"). For further information about the Acquisition see the Company's press releases dated February 16, 2011 and April 26, 2011. Osisko has agreed to purchase 800,000 Common Shares at a price of $2.00 per Common Share in a non-brokered private placement which does not constitute part of the Offering at the time of closing of the Acquisition in order to maintain its pro rata ownership in the Company following the Acquisition. The net proceeds received from the sale of the Units will be used to advance the Company's projects and for general working capital purposes. The gross proceeds received from the sale of the Flow- Through Shares will be used to advance the Company's projects located in the Yukon Territories.
About Ryan Gold Corp.
Ryan Gold Corp. is an exploration company focussed on gold exploration primarily in the Yukon Territory, Canada. The Company is well funded and has a large land package of approximately 2,428 km2 comprised of 50 different properties. The company's flagship property is Ida Oro. During the summer of 2010 a soil sampling programme completed on Ida Oro revealed a significant, > 100 ppb Au, gold-in-soil anomaly over an area of 4 km by 1.2 km. The company plans to drill the anomaly during the 2011 field season after initially completing detailed mapping. In addition to Ida Oro the Company plans to embark on an aggressive and systematic exploration program on its other properties that will include approximately 24,500 line kilometres of airborne magnetic and radiometric surveys, collection of 85,000 soil samples and geological mapping of targets borne out of this campaign. Through this aggressive exploration program the company objective is to have at least three other projects drill ready for the 2012 exploration season.
This press release contains forward-looking statements within the meaning of applicable securities legislation. Such statements include, without limitation, statements regarding the future exploration plans, business and financing plans and business trends. Although the Company believes that such statements are reasonable, it can give no assurances that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors, including, but not limited to, variations in the nature, quality and quantity of any mineral deposits that may be located, significant downward variations in the market price of any mineral that may be produced, the Company's inability to obtain any necessary permits, consents or authorizations required for its activities, to produce minerals from its properties successfully or profitability, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies. All of the Company's public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials, including any technical reports filed with respect to the Company's mineral properties. This press release is not, and is not to be construed in any way as, an offer to buy or sell securities in the United States.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. 
