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Ryan Gold Announces Closing Of C$52,275,000 Financing


May 12, 2011

Ryan Gold Corp. has closed the previously announced bought-deal private placement whereby a syndicate of underwriters co-led by GMP Securities LP and Dundee Securities Ltd., and including PowerOne Capital Markets Ltd. and Clarus Securities Inc. purchased or arranged for substitute purchasers to purchase 15 million units at a price of $2.00 per unit (which included the exercise in full of the underwriters' option for up to an additional five million units) and 9.9 million flow-through shares at a price of $2.25 per flow-through share. The aggregate gross proceeds to the company from the offering were $52,275,000.

Each unit consists of one common share in the capital of the company and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share at a price of $3.00 per warrant share for a period of 24 months following the closing of the offering. However, if for a period of 20 consecutive trading days between the date that is four months following the closing date and the expiry of the warrant, the closing price of the common shares on the TSX Venture Exchange or such other stock exchange where the majority of the trading volume occurs, exceeds a 25-per-cent premium to the exercise price, the company may, within 30 days of such an occurrence, give written notice to the holders of the warrants that the warrants will expire at 5 p.m. (Toronto time) on the 30th day following giving of such notice unless exercised by the holders prior to such date.

In connection with the offering, the underwriters received a cash commission equal to 6 per cent of the gross proceeds raised from the offering and also received broker warrants exercisable to acquire that number of common shares that is equal to 6 per cent of the number of offered securities sold pursuant to the offering at an exercise price of $2 per common share at any time on or before the date which is 24 months following the closing of the offering.

The net proceeds received from the sale of the units will be used to advance the company's projects and for general working capital purposes. The gross proceeds received from the sale of the flow-through shares will be used to advance the company's projects located in the Yukon territories.

All securities issued pursuant to the offering, together with any underlying securities, are subject to a four-month hold period expiring Sept. 13, 2011.

The closing of the previously announced acquisition by the company of properties from Shawn Ryan and 45127 Yukon Inc. which occurred on Wednesday, May 11, 2011, was a condition to the completion of the private placement. For further information about the acquisition, see the company's press releases dated Feb. 16, 2011, April 26, 2011, and May 11, 2011. Osisko Mining Corp. purchased 800,000 common shares at a price of $2.00 per common share in a non-brokered private placement which did not constitute part of the private placement at the time of closing of the acquisition in order to maintain its pro rata ownership in the company following the acquisition.

We seek Safe Harbor.