|By Marketwired .||
|February 6, 2013 07:00 AM EST||
TORONTO, ONTARIO -- (Marketwire) -- 02/06/13 -- Ryan Gold Corp. (TSX VENTURE:RYG) ("Ryan Gold") is pleased to announce that it has completed the expenditures required to acquire a 10% non-diluting interest in the Farley Lake Property owned by Carlisle Goldfields Ltd. ("Carlisle"), and a 10% interest in the Hope Brook Gold Property owned by Castillian Resources Corp. ("Castillian") (please see press releases dated October 26, 2012 and November 1, 2012). In order to acquire the respective property interests, Ryan Gold was required to incur aggregate exploration expenditures of $2,000,000 on each of the properties by December 31, 2012.
With respect to the Farley Lake property interest, the parties have agreed to enter into a joint venture agreement pursuant to which Carlisle will incur all further expenditures on the property until it reaches commercial production. At any time prior to December 31, 2014, Ryan Gold can return its 10% interest back to Carlisle (the "Put Right") in return for 10,000,000 common shares of Carlisle ("Carlisle Shares"), provided that the exercise of the Put Right does not result in Ryan Gold holding 20% or more of all of the issued and outstanding Carlisle Shares at the time of exercise. Further, at any time after December 31, 2013 and prior to December 31, 2014, Carlisle will have the right to have Ryan Gold transfer the interest back to Carlisle for $2 million cash.
With respect to the Hope Brook Gold property interest, Ryan Gold and Castillian have agreed to form a joint venture under which Ryan Gold will have a carried 10% interest until December 31, 2013, following which each company will contribute to further expenditures on the property in proportion to their respective joint venture interests. Ryan Gold has an option to transfer its 10% interest back to Castillian prior to June 30, 2013 for that number of shares of Castillian that is equal to $2 million divided by the greater of (a) $0.05 and (b) the market price of Castillian's common shares on the TSX Venture Exchange ("TSXV") at the time Ryan Gold exercises this option, less the maximum discount permitted under the policies of the TSXV, provided that the exercise does not result in Ryan Gold holding 20% or more of all of the issued and outstanding Castillian Shares at the time of exercise. At any time prior to December 31, 2013, Castillian will have the option to purchase the interest back from Ryan Gold in consideration for, at Castillian's option, either a cash payment to Ryan Gold of $2 million or 40,000,000 Castillian shares.
About Ryan Gold Corp.
Ryan Gold Corp. is an exploration company focussed on gold exploration primarily in the Yukon Territory, Canada. The Company is well funded and has a large land package of over 400,000 hectares comprised of over 70 different properties. The company's flagship property is Ida Oro. The Company completed drill programs on the Ida Oro and Flume Properties in 2012, and also systematically explored a number of its other properties.
Forward Looking Statements - Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Ryan Gold, including, but not limited to the impact of general economic conditions, industry conditions, volatility of commodity prices, dependence upon regulatory approvals, the availability of financing and exploration risk. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.
Ryan Gold Corp.
Interim Chief Executive Officer