Corona Gold Corporation

November 23, 2010 09:00 ET

Corona Gold to Increase Position in Ryan Gold

TORONTO, CANADA--(Marketwire - Nov. 23, 2010) - Corona Gold Corporation ("Corona" or the "Company") (TSX:CRG) is pleased to announce it has agreed to complete a private placement financing of 5,600,000 units at a price of $0.25 per unit into Valdez Gold Inc. (TSXV-VAZ, "Valdez") for a total cost of $1.4 million. Each Valdez unit will consist of one common share of Valdez and one-half of one share purchase warrant. Each whole share purchase warrant of Valdez will be exercisable to acquire one common share of Valdez at a price of $0.33 per share, for a period of three years. The securities issuable to Corona will be subject to a four month hold period from the closing.

On November 22, 2010 Ryan Gold Inc. ("Old Ryan") and Valdez announced that they had signed a definitive agreement pursuant to which the two companies will merge (the "Amalgamation"). As well, immediately prior to the Amalgamation, Valdez will consolidate its common shares on the basis of one post-consolidation common share for each 3.5 pre-consolidation common shares and Valdez will change its name to Ryan Gold Corp. ("Ryan Gold"). On completion of the Amalgamation (after the consolidation and name change have been effected), former shareholders of Old Ryan will receive one post-consolidation common share of Valdez for each one common share of Old Ryan previously held. Valdez has scheduled a special meeting of shareholders to be held on December 15, 2010 at which shareholders will be asked to authorize and approve the consolidation and name change.

Corona currently owns 5,000,000 common shares of Old Ryan. Upon completion of the Amalgamation, Corona will own 6,600,000 common shares of Ryan Gold and 800,000 warrants. Each warrant entitles the holder to acquire one common share of Ryan Gold at a price of $1.15 for a period of three years from closing. As a result of these transactions, Corona will hold approximately 8.2% on an undiluted basis and approximately 7.8% on a fully diluted basis of the common shares of Ryan Gold. Corona's private placement in Valdez is expected to close immediately prior to the closing of the Amalgamation. 

As a result of the merger, Valdez will acquire Old Ryan's mineral interests, which include the Ida Oro Property, consisting of 269 claim units located 90 kilometres east of Dawson City, Yukon and five other exploration properties located east and west of Dawson City. In total, Old Ryan has a 100% interest or has an option to earn a 100% interest in six properties comprised of 3,118 claim units, which cover approximately 623 square kilometers of ground. Valdez is currently in the process of earning in on the Flume Property in the Yukon and on the Bluff Property in Alaska.

Commenting on the transaction, Murray John, President & CEO of Corona, stated "Our involvement with Old Ryan and Valdez is consistent with our objective of adding value by investing in new resource-based exploration initiatives. We believe Ryan Gold has a tremendous portfolio of properties and we look forward to results from next year's exploration programs."

Forward-Looking Information:

This press release contains certain "forward-looking information". All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements relating to the proposed Amalgamation and share consolidation of Valdez, the exploration properties of Ryan Gold, the rights of Ryan Gold to earn interests n certain mining properties and Ryan Gold's planned exploration activities) constitute forward-looking information. This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking information is subject to a number of significant risks and uncertainties and other factors that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, but are not limited to, the possibility that shareholders of Valdez may not approve the Amalgamation and share consolidation, the risk that Ryan Gold may not earn interests in any or all of the mining properties in which it has the right to earn such interests and the risk that Ryan Gold's exploration activities may not prove to be successful.

Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

Contact Information

  • Corona Gold Corporation
    Murray John
    President & CEO