Valdez Gold and Ryan Gold Announce Financings to Raise $10.4 Million and Signing of Definitive Agreement
November 22, 2010
Osisko Invests $7 Million to Own 12.7% of Resulting Company
TORONTO, ONTARIO--(Marketwire - Nov. 22, 2010) - Valdez Gold Inc. (TSX VENTURE:VAZ)("Valdez" or the "Company") and Ryan Gold Inc. ("Ryan Gold") are pleased to announce that as initially set forth in the press release of Valdez dated September 27, 2010, they have signed a definitive agreement (the "Agreement") pursuant to which the two companies will merge. As a result of the merger, Valdez will acquire Ryan Gold's mineral interests, which include 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, Ryan Gold 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. The acquisition will be completed as a three-cornered amalgamation (the "Amalgamation"). For the purposes of this press release, Valdez is sometimes referred to as the "Resulting Issuer" to denote Valdez after completion of the Amalgamation.
Ryan Gold completed a private placement financing of 8,000,000 units to Osisko Mining Corporation ("Osisko") on November 19, 2010 at a price of $0.875 per unit for gross proceeds of $7.0 million. Each Ryan Gold unit consisted of one common share of Ryan Gold and one-half of one share purchase warrant. Each whole share purchase warrant of Ryan Gold will be exercisable to acquire one common share of Ryan Gold at a price of $1.15 per share for a period of three years. Ryan Gold has also agreed to complete a further private placement of 2,290,000 units on the same basis to RBC Global Asset Management for gross proceeds of $2,003,750, which is expected to close as soon as possible. Upon completion of the Amalgamation, the Ryan Gold securities will be exchanged for Valdez post-consolidation shares (with respect to the warrants, upon the due exercise thereof). In connection with the financings, PowerOne Capital Markets Limited ("PowerOne") will receive a cash commission equal to 5% of the gross proceeds received from the sale of the Ryan Gold units and broker warrants to purchase 514,500 Ryan Gold units. Each broker warrant will be exercisable to acquire one Ryan Gold unit at an exercise price of $0.875 for a period of three years. PowerOne is also acting as advisor to Ryan Gold in connection with the Amalgamation and will receive a fee of 500,000 common shares of Ryan Gold in connection therewith.
Valdez has entered into an agreement to complete a private placement financing of 1,600,000 units at a price of $0.875 per unit (on a post-consolidation basis) to Corona Gold Corp. ("Corona") for gross proceeds 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 $1.15 per share (on a post-consolidation basis), for a period of three years. The securities issuable to Corona will be subject to a four month hold period from the closing. The Valdez private placement is expected to close immediately prior to the closing of the Amalgamation. Corona currently owns 5,000,000 common shares of Ryan Gold. Dundee Corporation ("Dundee") owns, directly or indirectly, 29% of the common shares of Corona. Ned Goodman, a director of Dundee, controls Dundee. Mr. Goodman owns approximately 10.6% and Dundee owns approximately 38.3% of the outstanding common shares of Valdez. Mr. Goodman also holds options to purchase 300,000 common shares of Valdez. On completion of the Valdez Gold private placement, the Ryan Gold private placements and the Amalgamation, Dundee will hold or exercise control over approximately 11.9% on an undiluted basis and approximately 10.2% on a fully diluted basis (in addition, Ned Goodman, the controlling shareholder of Dundee, will beneficially own approximately 3.3% on an undiluted basis and approximately 2.9% on a fully diluted basis) and Corona Gold Corp. will hold approximately 8.2% on an undiluted basis and approximately 7.8% on a fully diluted basis, in each case, of the shares of the Resulting Issuer. No differing collateral benefit will be obtained by these shareholders as compared to other shareholders of Valdez.
Upon completion of the Valdez private placement, the Ryan Gold private placements and the Amalgamation, Osisko will own approximately 9.9% on an undiluted basis, and approximately 12.7% on a fully diluted basis, of the shares of the Resulting Issuer. Osisko has agreed that while it is the holder of in excess of 10% of the issued and outstanding shares of the Resulting Issuer on a fully diluted basis, it will not acquire, offer or agree to acquire, directly or indirectly by purchase or otherwise, securities of the Resulting Issuer or any successor to or person in control of the Resulting Issuer, other than pursuant to the exercise of the warrants received by Osisko as part of the Ryan Gold financing.
Assuming completion of the transaction, including the financings, the Resulting Issuer will have working capital of approximately $16 million. It is anticipated that proceeds from the financings will be used for further exploration of the mineral properties of Ryan Gold and to finance corporate and administrative expenditures of the Resulting Issuer.
The Agreement provides that a newly incorporated subsidiary of Valdez, known as Valdez Gold (Yukon) Inc., will amalgamate with Ryan Gold. 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. (or another name that is acceptable to Valdez and Ryan Gold and the requisite regulatory authorities). On completion of the Amalgamation (after the consolidation and name change have been effected), former shareholders of Ryan Gold will receive one post-consolidation common share of Valdez for each one common share of Ryan Gold previously held. Each convertible security of Ryan Gold that is not exercised before completion of the Amalgamation will thereafter be exercisable for post-consolidation common shares of Valdez.
Assuming completion of the Valdez private placement and giving effect to the consolidation, Valdez will have 28,887,316 common shares outstanding on a fully diluted basis (comprised of 26,651,601 shares, 1,435,715 options and 800,000 warrants). After completing the Ryan Gold private placement to RBC Global Asset Management, Ryan Gold will have 65,585,084 common shares outstanding on a fully diluted basis (comprised of 54,078,334 shares, 10,735,000 warrants and 514,500 broker warrants to acquire units comprised of one share and one-half of a warrant). Based upon the foregoing assumptions, after completion of the Amalgamation, the Resulting Issuer will have 94,472,400 common shares outstanding on a fully diluted basis and former securityholders of Ryan Gold will hold approximately 69% of the issued and outstanding securities of the Resulting Issuer and securityholders of Valdez will hold approximately 31% of the issued and outstanding securities of the Resulting Issuer.
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. It is anticipated that the shareholders of Ryan Gold will approve the Amalgamation and the continuance of Ryan Gold into the Province of Ontario by written consent resolutions.
Upon completion of the Amalgamation, David Schmidt will be appointed as the President of the Resulting Issuer and Michael Skead will continue to act as the Chief Executive Officer of the Resulting Issuer. It is expected that Valdez will increase its board from six to seven members, Ned Goodman will resign from the board of directors of the Resulting Issuer and David Schmidt and Murray John (the President and Chief Executive Officer of Dundee Resources Limited, a wholly-owned subsidiary of Dundee, and the President and Chief Executive Officer of Corona) will be appointed as directors. As part of the Ryan Gold financing, Osisko has been granted the right to appoint one nominee to the board of directors of the Resulting Issuer, while it holds a minimum of 10% of the issued and outstanding shares of the Resulting Issuer on a fully diluted basis.
Completion of the Amalgamation remains subject to a number of conditions in favour of each of Valdez and Ryan Gold, including, with respect to Valdez, shareholder and TSX Venture Exchange (the "Exchange") approval with respect to the consolidation and name change and Exchange approval with respect to the issuance of shares upon completion of the Amalgamation.
Pursuant to the Amalgamation, Valdez will effectively be acquiring three option agreements entered into by Ryan Gold. Ryan Gold has exercised the option to acquire a 100% interest in the Ida Oro property and has an option to acquire an undivided 100% interest in the Chant Echo property by paying the vendors a total of $650,000 ($150,000 paid), incurring a total of $2,900,000 in expenditures and issuing a total of 2,300,000 common shares of Ryan Gold (400,000 shares issued) over the next four years. In addition, Ryan Gold must issue 500,000 common shares of Ryan Gold upon it having incurred expenditures of a total of $7,500,000 and issue an additional 500,000 common shares of Ryan Gold upon it having incurred expenditures of a total of $15,000,000. Ryan Gold has also entered into an option agreement to acquire an undivided 100% interest in the Lena property by paying the vendors a total of $42,500 (paid) and issuing a total of 300,000 common shares of Ryan Gold (100,000 shares issued) over the next two years. As a result, up to an aggregate of an additional 3,100,000 common shares of Ryan Gold may be issued in order to maintain such option agreements in good standing. These potential share issuances have not been included in the fully diluted numbers set out above.
Trading of the Valdez shares was halted following the announcement of the proposed Amalgamation. Valdez subsequently submitted its application to the Exchange seeking approval of the issuance of shares upon completion of the Amalgamation. The trading halt will generally be lifted after the Exchange has had an opportunity to review a draft agreement in respect of the transaction, personal information forms for proposed new insiders, a geological report for key properties of Ryan Gold and audited financial statements for Ryan Gold. Valdez is in the process of submitting this documentation to the Exchange.
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.