Ryan Gold Corp

Published : June 30th, 2015

Oban Mining Corporation enters into Arrangement Agreements in respect of its proposed acquisition of Eagle Hill Exploration Corporation, Ryan Gold Corp., Corona Gold Corporation and Temex Resources Co

( 0 vote, 0/5 ) Print article
  Article Comments Comment this article Rating Follow Company  
0
Send
0
comment
Keywords :   Canada | Gold | Gold Mine | Justice | Precious Metals |

Oban Mining Corporation enters into Arrangement Agreements in respect of its proposed acquisition of Eagle Hill Exploration Corporation, Ryan Gold Corp., Corona Gold Corporation and Temex Resources Corp.


June 30, 2015
Oban Mining Corporation enters into Arrangement Agreements in respect of its proposed acquisition of Eagle Hill Exploration Corporation, Ryan Gold Corp., Corona Gold Corporation and Temex Resources Corp.

The distribution of the Oban Shares and Oban Warrants in connection with the transactions described herein will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act") and the Oban Shares and Oban Warrants may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy the Oban Shares or Oban Warrants, nor shall there be any offer or sale of the Oban Shares or Oban Warrants in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Toronto, Ontario (June 30, 2015) - Oban Mining Corporation (TSX:OBM) ("Oban" or the "Company") is pleased to announce that, further to the entering into by Oban of binding letter agreements dated June 8, 2015 (the "Binding LOIs") in respect of the proposed acquisition by Oban of each of Eagle Hill Exploration Corporation ("Eagle Hill"), Ryan Gold Corp. ("Ryan"), Corona Gold Corporation ("Corona") and Temex Resources Corp. ("Temex"), as announced in Oban's press release dated June 9, 2015, Oban has entered into a definitive arrangement agreement with Eagle Hill, Ryan and Corona (the "Three Party Arrangement Agreement") and a definitive arrangement agreement with Temex (the "Temex Arrangement Agreement"). As provided for under the Binding LOIs, Oban determined it was appropriate to revise the transaction structure for the acquisitions and proceed by way of plans of arrangement.

Pursuant to the Three Party Arrangement Agreement, Oban will acquire all of the common shares of each of Eagle Hill ("Eagle Hill Shares"), Ryan ("Ryan Shares") and Corona ("Corona Shares") pursuant to a plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the "Three Party Arrangement"). Under the Three Party Arrangement: each holder of Eagle Hill Shares (each an "Eagle Hill Shareholder") (other than Eagle Hill Shareholders validly exercising their dissent rights) will receive ten common shares of Oban (each an "Oban Share") and five warrants entitling the holder to acquire one Oban Share (each an "Oban Warrant") at $0.15 per Oban Share for a period of three years following closing, in exchange for each Eagle Hill Share held; each holder of Ryan Shares (each a "Ryan Shareholder") (other than Ryan Shareholders validly exercising their dissent rights) will receive 1.880 Oban Shares in exchange for each Ryan Share held; and each holder of Corona Shares (each a "Corona Shareholder") (other than Corona Shareholders validly exercising their dissent rights) will receive 7.671 Oban Shares in exchange for each Corona Share held.

Pursuant to the Temex Arrangement Agreement, Oban will acquire all of the common shares of Temex ("Temex Shares") pursuant to a plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the "Temex Arrangement" and, together with the Three Party Arrangement, the "Arrangements"). Under the Temex Arrangement, each holder of Temex Shares (each a "Temex Shareholder") (other than Oban and any Temex Shareholders validly exercising their dissent rights) will receive 0.780 Oban Shares in exchange for each Temex Share held.

Shareholder Approvals

The Three Party Arrangement is subject to, among other things, receiving the requisite approval of the shareholders of each of Oban, Eagle Hill, Ryan and Corona, as described below.

Pursuant to the policies of the Toronto Stock Exchange ("TSX"), Oban will be required to seek the approval of the shareholders of Oban ("Oban Shareholders") of an ordinary resolution approving the Oban Shares that will be issued or issuable in connection with the Arrangements and the previously announced Osisko Private Placement (as defined below) (collectively, the "Share Issuance Resolutions"). It is a condition to the completion of the Three Party Arrangement that the Oban Shareholders shall have approved the issuance of the Oban Shares that will be issued or issuable under the Three Party Arrangement and the Osisko Private Placement.

Eagle Hill Shareholders will be asked to approve a special resolution to approve the Three Party Arrangement (the "Eagle Hill Arrangement Resolution") at a meeting of Eagle Hill Shareholders (the "Eagle Hill Meeting"). The requisite approval of the Eagle Hill Arrangement Resolution shall be (I) at least 66⅔% of the votes cast on the Eagle Hill Arrangement Resolution by the Eagle Hill Shareholders, voting as a single class, present in person or by proxy at the Eagle Hill Meeting; and (II) a simple majority of the votes cast on the Eagle Hill Arrangement Resolution by Eagle Hill Shareholders, voting as a single class, present in person or by proxy at the Eagle Hill Meeting (excluding Eagle Hill Shares held by certain "interested parties" and "related parties" of any interested parties (as such terms are defined in Multilateral Instrument 61-101 ("MI 61-101") in accordance with the requirements of MI 61-101). Eagle Hill Shareholders will also be asked to approve a special resolution in connection with the continuance of Eagle Hill from British Columbia to Ontario which is required for the Three Party Arrangement to proceed under the Business Corporations Act (Ontario), and will occur prior to the approval of the Eagle Hill Arrangement Resolution.

Ryan Shareholders will be asked to approve a special resolution to approve the Three Party Arrangement (the "Ryan Arrangement Resolution") at a meeting of Ryan Shareholders (the "Ryan Meeting"). The requisite approval of the Ryan Arrangement Resolution shall be (I) at least 66⅔% of the votes cast on the Ryan Arrangement Resolution by the Ryan Shareholders, voting as a single class, present in person or by proxy at the Ryan Meeting; and (II) a simple majority of the votes cast on the Ryan Arrangement Resolution by Ryan Shareholders, voting as a single class, present in person or by proxy at the Ryan Meeting (excluding Ryan Shares held by certain "interested parties" and "related parties" of any interested parties (as such terms are defined in MI 61-101) in accordance with the requirements of MI 61-101).

Corona Shareholders will be asked to approve a special resolution to approve the Three Party Arrangement (the "Corona Arrangement Resolution") at a meeting of Corona Shareholders (the "Corona Meeting"). The requisite approval of the Corona Arrangement Resolution shall be (I) at least 66⅔% of the votes cast on the Corona Arrangement Resolution by the Corona Shareholders, voting as a single class, present in person or by proxy at the Corona Meeting; and (II) a simple majority of the votes cast on the Corona Arrangement Resolution by Corona Shareholders, voting as a single class, present in person or by proxy at the Corona Meeting (excluding Corona Shares held by certain "interested parties" and "related parties" of any interested parties (as such terms are defined in MI 61-101) in accordance with the requirements of MI 61-101).

The Temex Arrangement is subject to, among other things, receiving the requisite approval of the shareholders of each of Oban and Temex.

It is a condition to the completion of the Temex Arrangement that the Oban Shareholders shall have approved the issuance of the Oban Shares to be issued or that will be issuable under the Temex Arrangement.

Temex Shareholders will be asked to approve a special resolution to approve the Temex Arrangement (the "Temex Arrangement Resolution") at a meeting of Temex Shareholders (the "Temex Meeting"). The requisite approval of the Temex Arrangement Resolution shall be (I) at least 66⅔% of the votes cast on the Temex Arrangement Resolution by the Temex Shareholders, voting as a single class, present in person or by proxy at the Temex Meeting; and (II) a simple majority of the votes cast on the Temex Arrangement Resolution by Temex Shareholders, voting as a single class, present in person or by proxy at the Temex Meeting (excluding Temex Shares held by certain "interested parties" and "related parties" of any interested parties (as such terms are defined in MI 61-101) in accordance with the requirements of MI 61-101).

It is expected that the special meeting of the Oban Shareholders to consider the Share Issuance Resolutions (the "Oban Meeting") will be held in August 2015 and that a management information circular (the "Circular") in connection with the Oban Meeting will be mailed to the Oban Shareholders in July 2015. It is expected that the Eagle Hill Meeting, the Ryan Meeting, the Corona Meeting and the Temex Meeting will also be held in August 2015, with the corresponding management information circulars to also be mailed to the shareholders of Eagle Hill, Ryan, Corona and Temex in July 2015.

Closing and Other Conditions

It is a condition to the completion of the Three Party Arrangement that all conditions to completion of the private placement whereby Osisko Gold Royalties Ltd will subscribe for up to 181,818,181 Oban Shares at a price of $0.11 per Oban Share for gross proceeds of up to $20,000,000 (the "Osisko Private Placement"), as announced in Oban's press release dated June 9, 2015, shall have been satisfied or waived.

It is also a condition to the completion of the Three Party Arrangement that shareholders holding no more than 5% of outstanding Eagle Hill Shares, Ryan Shares or Corona Shares shall have exercised dissent rights in respect of the Three Party Arrangement, and it is a condition to completion of the Temex Arrangement that shareholders holding no more than 5% of outstanding Temex Shares shall have exercised dissent rights in respect of the Temex Arrangement.

Completion of the Arrangements is also subject to TSX approval, TSX Venture Exchange approval and approval of the Ontario Superior Court of Justice (Commercial List), as well as the satisfaction of certain other customary conditions for transactions of this nature.

The Arrangements are expected to close in August 2015. Additional details relating to the transactions described herein and details pertaining to each of Eagle Hill, Ryan, Corona and Temex, as well as the combined company expected to result from such transactions, are included in Oban's June 9, 2015 press release, and further details will be provided in the Circular that will be sent to Oban Shareholders and filed on SEDAR in due course.

About Oban Mining Corporation

Oban Mining Corporation is a mineral exploration company focused on the acquisition, exploration, and development of precious metal resource properties in Canada. The Company holds an option to acquire from Northstar Gold Corp. up to a 70% interest in the Miller Project in northern Ontario pursuant to an option agreement with Northstar Gold Corp. The Company also holds options with other third parties to acquire a 100% undivided interest in the Côté Property, the Golden Dawn Project, the Hunter Property and other properties in the vicinity. The Company has additionally acquired a 100% interest in the Roach Property in northern Ontario and has a 100% undivided interest in a large area of claims in the Urban Barry area of Quebec. The Company is well financed with over $10M in cash.

About Eagle Hill Exploration Corporation

Eagle Hill Exploration Corporation is a Canadian mineral exploration company focused on the exploration and development of the high-grade Windfall Lake gold deposit, located between Val-d'Or and Chibougamau in Quebec, Canada. The bulk of the mineralization occurs in the Main Zone, a southwest/northeast trending zone of stacked mineralized lenses, measuring approximately 600 metres wide and at least 1,400 metres long. The deposit remains open at depth and along strike. Eagle Hill completed a Preliminary Economic Assessment for the project in April 2015. Additional exploration and technical work is planned for 2015 and 2016 as the project advances toward pre-feasibility.

About Ryan Gold Corp.

Ryan Gold is a TSX Venture Exchange listed exploration and development company that historically focused its exploration on properties in the Yukon Territory, Canada. As at May 31, 2015, the Ryan Gold had approximately $21 million in cash and $800,000 in marketable Securities.

About Corona Gold Corporation

Corona is a CNSX-listed resource investment company, with assets of approximately $9 million in cash and $6 million in marketable securities as at May 31, 2015.

About Temex Resources Corp.

Temex is a Canadian based exploration company focusing on its portfolio of precious metals properties in the world class mining district of northeastern Ontario. Temex is advancing the Timmins Whitney Gold Project, in partnership with Goldcorp Canada Ltd., and exploring its 100%-owned Juby Gold Project.

About Osisko Gold Royalties Ltd

Osisko is an intermediate mining royalty and exploration company with two world-class gold royalty assets. These two cornerstone assets are a 5% net smelter return ("NSR") royalty on the world-class Canadian Malartic gold mine, located in Malartic, Québec, and a 2.0-3.5% NSR on the Éléonore gold mine, located in James Bay, Québec. Osisko also holds a 3% NSR royalty on the Malartic CHL property as well as a 2% NSR royalty on the Upper Beaver, Kirkland Lake and Hammond Reef gold exploration projects in Northern Ontario.

Osisko's head office is located at 1100 Avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec, H3B 2S2.

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. The information in this news release about the completion of the business combinations described herein, the timing of the various shareholder meetings, the expected timing and contents of the Circular, the expecting timing of the closing of the transactions and other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the companies participating in the transactions described herein (collectively the "Participating Companies") and other information that is not historical facts.

Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.

This forward-looking information is based on reasonable assumptions and estimates of management of the Participating Companies, at the time it was made, involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Participating Companies to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to the completion of the transactions described herein; risks relating to property interests; the global economic climate; metal prices; dilution; ability of Oban to complete further acquisitions; environmental risks; and community and non-governmental actions. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, the Participating Companies cannot assure shareholders and prospective purchasers that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither the Participating Companies nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. The Participating Companies do not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.


For further information on Oban Mining Corporation please contact:

Jose Vizquerra
President and CEO
Tel: 416-848-9504
[email protected]

For further information on Eagle Hill Exploration Corp. please contact:

David Christie
President & CEO
Tel: 647-253-1144

Rhylin Bailie
Vice President, Communications & Investor Relations
Tel: 604-609-6143

Email: [email protected]

For further information on Ryan Gold Corp. please contact:

David Schmidt
VP Corporate Development
Tel: 604-630-6889

For further information on Corona Gold Corporation please contact:

Orest Zajcew
Chief Financial Officer
Tel.: 416-482-8606

For further information on Temex Resources Corp. please contact:

Ian Campbell
President & CEO

Karen Rees
Vice President, Exploration and Corporate Secretary
Tel: 416-862-2246
Email: [email protected]
Toll free: 866-373-6287
Read the rest of the article at www.noodls.com
Data and Statistics for these countries : Canada | All
Gold and Silver Prices for these countries : Canada | All

Ryan Gold Corp

CODE : RYG.V
ISIN : CA7834891078
Follow and Invest
Add to watch list Add to your portfolio Add or edit a note
Add Alert Add to Watchlists Add to Portfolio Add Note
ProfileMarket
Indicators
VALUE :
Projects & res.
Press
releases
Annual
report
RISK :
Asset profile
Contact Cpy

Ryan Gold Corp is a gold exploration company based in Canada.

Ryan Gold Corp is listed in Canada. Its market capitalisation is CA$ 13.5 millions as of today (US$ 10.1 millions, € 8.9 millions).

Its stock quote reached its lowest recent point on December 24, 2008 at CA$ 0.07, and its highest recent level on November 26, 2010 at CA$ 3.64.

Ryan Gold Corp has 117 140 000 shares outstanding.

Your feedback is appreciated, please leave a comment or rate this article.
Rate : Average note :0 (0 vote) View Top rated
 
Financings of Ryan Gold Corp
5/12/2011Announces Closing of C$52,275,000 Financing
4/28/2011Announces Increase in Size of Private Placement to $42,275,0...
Nominations of Ryan Gold Corp
12/12/2012. Announces Change of Officer
5/11/2011Appoints Shawn Ryan as President
Project news of Ryan Gold Corp
6/30/2015Oban Mining Corporation enters into Arrangement Agreements i...
6/30/2015Oban Mining Corporation enters into Arrangement Agreements i...
6/30/2015Oban Mining Corporation enters into Arrangement Agreements i...
6/30/2015Oban Mining Corporation enters into Arrangement Agreements i...
6/30/2015Oban Mining Corporation enters into Arrangement Agreements i...
6/30/2015Oban Mining Corporation enters into Arrangement Agreements i...
Corporate news of Ryan Gold Corp
8/25/2015Oban Completes Acquisitions Of Eagle Hill, Ryan Gold And Cor...
8/21/2015Eagle Hill, Oban, Ryan and Corona Business Combination Recei...
8/21/2015Oban, Eagle Hill, Ryan and Corona Business Combination Recei...
8/21/2015Oban, Eagle Hill, Ryan and Corona Business Combination Recei...
8/20/2015Eagle Hill, Oban, Ryan and Corona Business Combination Recei...
8/20/2015Oban, Eagle Hill, Ryan and Corona Business Combination Recei...
8/11/2015Glass Lewis and ISS Recommend that Eagle Hill, Oban, Ryan an...
8/10/2015Glass Lewis and ISS Recommend that Oban, Eagle Hill, Ryan an...
7/29/2015Eagle Hill Exploration, Oban Mining, Ryan Gold, and Corona G...
7/5/2013. Announces Exercise of Carlisle Put Right
6/4/2013. Announces Exercise of Castillian Put Right
5/9/2013Adopts Advance Notice By-Law and Terminates Option on Flume ...
3/15/2013Announces Final 2012 Exploration Results and 2013 Exploratio...
2/6/2013. Announces Acquisition of Property Interests
11/9/2012Announces Third Quarter Non-Cash Impairment in Carrying Valu...
11/9/2012Announces Third Quarter Non-Cash Impairment in Carrying Valu...
11/6/2012Announces Drill Results on Flume Property
11/1/2012. and Carlisle Goldfields Limited Announce Closing of $1,000...
11/1/2012. Finalizes Option Agreement With Castillian Resources
10/31/2012Intersects More Gold Mineralisation, Including 18.78 m at 2....
10/26/2012. and Carlisle Goldfields Limited Announce Execution of Opti...
10/24/2012CORRECTION FROM SOURCE/Ryan Gold Corp. Clarifies Terms of Op...
10/24/2012. Announces Option Agreement With Castillian Resources Corp.
9/11/2012Intersects Significant Gold Mineralisation, Including 50.72 ...
4/27/2011Announces $40 Million Private Placement
Comments closed
 
Latest comment posted for this article
Be the first to comment
Add your comment
TSX-V (RYG.V)
0.115-4.17%
TSX-V
CA$ 0.115
08/26 15:59 -
-4.17%
Prev close Open
0.120 0.115
Low High
0.115 0.120
Year l/h YTD var.
 -  -
52 week l/h 52 week var.
- -  0.115 -4.17%
Volume 1 month var.
879,110 -4.17%
24hGold TrendPower© : 20
Produces
Develops
Explores for
 
 
 
Analyse
Interactive chart Add to compare
Interactive
chart
Print Compare Export
You must be logged in to use the porfolio and watchlists (free)
Top Newsreleases
MOST READ
Annual variation
DateVariationHighLow
 
5 years chart
 
3 months chart
 
3 months volume chart
 
 
Mining Company News
Plymouth Minerals LTDPLH.AX
Plymouth Minerals Intersects Further High Grade Potash in Drilling at Banio Potash Project - Plannin
AU$ 0.12-8.00%Trend Power :
Santos(Ngas-Oil)STO.AX
announces expected non-cash impairment
AU$ 7.73-1.90%Trend Power :
Oceana Gold(Au)OGC.AX
RELEASES NEW TECHNICAL REPORT FOR THE HAILE GOLD MINE
AU$ 2.20+0.00%Trend Power :
Western Areas NL(Au-Ni-Pl)WSA.AX
Advance Notice - Full Year Results Conference Call
AU$ 3.86+0.00%Trend Power :
Canadian Zinc(Ag-Au-Cu)CZN.TO
Reports Financial Results for Q2 and Provides Project Updates
CA$ 0.12+4.55%Trend Power :
Stornoway Diamond(Gems-Au-Ur)SWY.TO
Second Quarter Results
CA$ 0.02+100.00%Trend Power :
McEwen Mining(Cu-Le-Zn)MUX
TO ACQUIRE BLACK FOX FROM PRIMERO=C2=A0
US$ 11.10-1.47%Trend Power :
Rentech(Coal-Ngas)RTK
Rentech Announces Results for Second Quarter 2017
US$ 0.20-12.28%Trend Power :
KEFIKEFI.L
Reduced Funding Requirement
GBX 0.56-3.12%Trend Power :
Lupaka Gold Corp.LPK.V
Lupaka Gold Receives First Tranche Under Amended Invicta Financing Agreement
CA$ 0.06+0.00%Trend Power :
Imperial(Ag-Au-Cu)III.TO
Closes Bridge Loan Financing
CA$ 2.41-3.21%Trend Power :
Guyana Goldfields(Cu-Zn-Pa)GUY.TO
Reports Second Quarter 2017 Results and Maintains Production Guidance
CA$ 1.84+0.00%Trend Power :
Lundin Mining(Ag-Au-Cu)LUN.TO
d Share Capital and Voting Rights for Lundin Mining
CA$ 15.21-1.30%Trend Power :
Canarc Res.(Au)CCM.TO
Canarc Reports High Grade Gold in Surface Rock Samples at Fondaway Canyon, Nevada
CA$ 0.24-2.08%Trend Power :
Havilah(Cu-Le-Zn)HAV.AX
Q A April 2017 Quarterly Report
AU$ 0.20-2.38%Trend Power :
Uranium Res.(Ur)URRE
Commences Lithium Exploration Drilling at the Columbus Basin Project
US$ 6.80-2.86%Trend Power :
Platinum Group Metals(Au-Cu-Gems)PTM.TO
Platinum Group Metals Ltd. Operational and Strategic Process ...
CA$ 1.68-2.61%Trend Power :
Devon Energy(Ngas-Oil)DVN
Announces $340 Million of Non-Core Asset Sales
US$ 51.95-1.39%Trend Power :
Precision Drilling(Oil)PD-UN.TO
Announces 2017Second Quarter Financial Results
CA$ 8.66-0.35%Trend Power :
Terramin(Ag-Au-Cu)TZN.AX
2nd Quarter Report
AU$ 0.03+3.03%Trend Power :