Ryan Gold Corporation
TSX VENTURE : RYG

Ryan Gold Corporation

May 09, 2013 17:00 ET

Ryan Gold Adopts Advance Notice By-Law and Terminates Option on Flume Property

TORONTO, ONTARIO--(Marketwired - May 9, 2013) - Ryan Gold Corp. (TSX VENTURE:RYG) ("Ryan Gold" or the "Corporation") announces the adoption by its board of directors (the "Board") of amendments to its by-laws to add a provision that requires advance notice to the Corporation in circumstances where director nominations are made by shareholders of the Corporation, other than in connection with (i) the requisition of a shareholders' meeting, or (ii) a shareholder proposal, in each case made pursuant to the Business Corporations Act (Ontario) (the "Advance Notice Provision").

Among other things, the Advance Notice Provision fixes a deadline by which holders of record of common shares of the Corporation must submit director nominations to the Corporation prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Corporation.

In the case of an annual meeting of shareholders, notice to the Corporation must be made not less than 30 days and not more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.

In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Corporation must be made no later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The Advance Notice Provision provides a clear process for shareholders to follow for director nominations and sets out a reasonable time frame for nominee submissions and the provision of accompanying information. The purpose of the Advance Notice Provision is to treat all shareholders fairly by ensuring that all shareholders receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. In addition, the Advance Notice Provision should assist in facilitating an orderly and efficient meeting process.

The by-law amendment is effective immediately and will be placed before shareholders for ratification and confirmation at the next annual and special meeting of shareholders of the Corporation to be held on June 26, 2013. A copy of the by-law amendment has been filed under the Corporation's SEDAR profile at www.sedar.com.

The Company also announces that it has terminated the option agreement with Bearing Resources Limited on the Flume Property.

About Ryan Gold Corp.

Ryan Gold Corp. is an exploration company focussed primarily on gold exploration in the Yukon Territory, Canada. The Company is well funded and has a large land package of over 400,000 hectares comprised of over 60 different properties. The Company's flagship property is Ida Oro, which was drilled in 2011 and 2012. The Company also has 10% interests in Carlisle Goldfields Limited's Farley Lake Project and Castillian Resources Corp.'s Hope Brook Project.

This press release contains forward-looking statements within the meaning of applicable securities legislation. Such statements include, without limitation, statements regarding the future results of operations, performance and achievements of the Company, including potential property acquisitions, the timing, content, cost and results of proposed work programs, the discovery and delineation of mineral deposits/resources/reserves, geological interpretations, proposed production rates, potential mineral recovery processes and rates, 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 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.

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