Ryan Gold Corp.

Ryan Gold Corp.

December 24, 2010 07:00 ET

Valdez Gold Completes Merger With Ryan Gold, Changes Name to Ryan Gold Corp. and Effects Share Consolidation

TORONTO, ONTARIO--(Marketwire - Dec. 24, 2010) - Valdez Gold Inc. (TSX VENTURE:VAZ), post consolidation and name change, (TSX VENTURE:RYG), (the "Company") is pleased to announce it has completed its merger with Ryan Gold Inc. ("Ryan Gold") as previously announced in press releases dated September 27, 2010 and November 22, 2010.

Immediately prior to completion of the merger, the Company completed a private placement financing of 5,600,000 units to Corona Gold Corp. at a price of $0.25 per unit (on a pre-consolidation basis) for gross proceeds of $1.4 million. Each unit consists of one common share of the Company and one-half of a share purchase warrant. Each whole share purchase warrant will be exercisable to acquire one common share of the Company at a price of $0.33 per share (on a pre-consolidation basis) for a period of three years. The hold period with respect to such securities expires on April 24, 2011.

As part of the merger, shareholders approved a 3.5 to 1 consolidation of the Company's common shares and a name change to Ryan Gold Corp. at a special meeting of shareholders held on December 15, 2010.

As a result of the merger and consolidation, the Company now has 80,844,221 common shares outstanding on a post-consolidation basis and former shareholders of Ryan Gold will hold approximately 66.9% of the issued and outstanding shares of the Company and shareholders of the Company will hold approximately 33.1% of the issued and outstanding shares of the Company. In addition, each convertible security of Ryan Gold that was not exercised before completion of the merger is now exercisable for post-consolidation common shares of the Company. The following table sets out the common shares of the Company subject to issuance pursuant to the exercise of outstanding options and warrants:

Security Number of Common Shares Issuable Exercise Price   Expiry Date
Warrants 3,000,000 $ 0.20   July 29, 2015
Warrants 500,000 $ 0.20   July 31, 2012
Warrants 1,600,000 $ 0.20   July 29, 2013
Warrants 490,000 $ 0.20   August 19, 2013
Warrants 4,000,000 $ 1.15   November 18, 2013
Broker Units 514,500 $ 0.875   December 3, 2013
Broker Warrants 257,250 $ 1.15   December 3, 2013
Warrants 1,145,000 $ 1.15   December 3, 2013
Warrants 800,000 $ 1.155   December 22, 2013
Options 1,407,143 $ 0.525 to $0.98   December 13, 2012 to March 24, 2014

The common shares of the Company will commence trading on the TSX Venture Exchange on a post-consolidation basis at market opening on Friday, December 24, 2010 under the name "Ryan Gold Corp." and symbol "RYG".

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 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.

Contact Information

  • Ryan Gold Corp.
    Michael Skead