Ryan Gold Corp.

Ryan Gold Corp.

February 16, 2011 12:00 ET

Ryan Gold Signs Letter Agreement to Acquire All Shawn Ryan and Wildwood Exploration Inc.'s Gold Properties

TORONTO, ONTARIO--(Marketwire - Feb. 16, 2011) - Ryan Gold Corp. (TSX VENTURE:RYG), ("Ryan Gold" or the "Company") is pleased to announce that it has signed a letter agreement (the "Agreement") to purchase 50 properties, comprising approximately 6,631 Quartz Claims (the "Properties"), located throughout the Yukon Territory, from Shawn Ryan and Wildwood Exploration Inc. (the "Vendors"). The 6,631 Quartz Claims, covering 134,174 Ha, are grouped in 11 major project areas covering various prospective geological terrains throughout the Yukon. The Properties represent all of Mr. Ryan's precious metal interests that have not been previously joint ventured to Ryan Gold, or other third party companies. Under the Agreement, consideration payable to the Vendors includes:

  • cash consideration of $7.5 million payable in three instalments, $2.5 million on closing, $2.5 million on the first anniversary of closing and $2.5 million on the second anniversary of closing;

  • share consideration of 7.5 million common shares of Ryan Gold issuable on closing;

  • a 1% NSR on all the Yukon properties;

  • potentially a series of bonus payments of $750,000 on any project area triggered at the following exploration expenditure levels: $7.5 million, $15 million and $25 million for a maximum amount per property of $2.25 million. Bonus payments can be made in cash or common shares of Ryan Gold at Ryan Gold's discretion;

  • as part of the Agreement, Ryan Gold will enter into an exclusive employment agreement with Shawn Ryan having a term of five (5) years pursuant to which, Mr. Ryan will be appointed President of Ryan Gold.

Completion of the transaction contemplated in this release is subject to certain conditions including, without limitation, completion of due diligence, signing of a definitive agreement and receipt of all necessary regulatory and third party approvals.

The properties being acquired range from grass roots exploration targets, where ridge and spur soil geochemical sampling has identified exciting targets for more detailed follow-up exploration, to more advanced exploration targets where grid soil geochemical sampling, mapping, geophysical surveys and very limited drilling campaigns have been conducted. The more advanced projects include the Nug and Mahtin projects located in the Ross River and Mayo areas respectively.

Ryan Gold's CEO Michael Skead states "Having acquired the Ida Oro and Fifty Mile projects from Ryan Gold Inc. last fall, we are extremely excited to move ahead with this acquisition. Shawn is one of Canada's most successful prospectors. His disciplined, scientific and big picture thinking approach are recognised as having led to the current gold rush in the Yukon that surpasses the 1897-1899 gold rush. The acquisition will make Ryan Gold one of the largest landholders in the Yukon, with approximately 10% of all the Quartz Claims, and having access to Groundtruth Exploration soil sampling and trenching teams along with the team we are building, Ryan Gold will be able to quickly and effectively explore these highly prospective regional targets".

Cathy Wood and Shawn Ryan state "Cathy and I are very pleased that after years of prospecting, funding and managing our extensive claim holdings, we will now be able to focus our exploration efforts exclusively with Ryan Gold. We are very excited by the transaction about to take place. We feel the management of Ryan Gold has a common vision with regards to their exploration approach and a highly respected geological team. Ryan Gold has the ability to fund a sustained and systematic exploration on properties in the new Yukon gold rush".

Michael Skead (MAusIMM), CEO of Ryan Gold, has acted as the qualified person under NI 43-101 and reviewed the content of this press release.

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. 

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.

Contact Information

  • Ryan Gold Corp.
    Michael Skead, CEO