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Published on 4/27/2011 in the Prospect News PIPE Daily.

Ryan Gold plans C$40.03 million private placement of shares and units

Deal has C$10 million greenshoe; proceeds fund project advancement

By Devika Patel

Knoxville, Tenn., April 27 - Ryan Gold Corp. said it will conduct a C$40.03 million private placement of stock and units via a syndicate of underwriters co-led by GMP Securities LP and Dundee Securities Ltd. and including PowerOne Capital Markets Ltd. and Clarus Securities Inc. The deal has a C$10 million greenshoe, which will consist of units.

The company will sell 10 million units at C$2.00 apiece. Each unit consists of one common share and one half-share warrant, with each whole warrant exercisable at C$3.00 for two years. The strike price reflects a 40.85% premium to the April 26 closing share price of C$2.13.

The company also will sell 8.9 million flow-through common shares at C$2.25 each. The price per share is a 5.63% premium to the April 26 closing share price.

Settlement is expected on May 12.

Ned Goodman Investment Counsel Ltd. and Osisko Mining Corp. are among the investors. Osisko will invest C$4.59 million by buying units.

Proceeds will be used to advance the company's projects and for general working capital purposes.

Ryan is a gold and silver exploration company based in Vancouver, B.C.

Issuer:Ryan Gold Corp.
Issue:Units of one common share and one half-share warrant, flow-through common shares
Amount:C$40,025,000
Agents:GMP Securities LP and Dundee Securities Ltd. (co-leads), PowerOne Capital Markets Ltd. and Clarus Securities Inc.
Investors:Ned Goodman Investment Counsel Ltd. and Osisko Mining Corp. (for C$4,586,666)
Pricing date:April 27
Settlement date:May 12
Stock symbol:TSX Venture: RYG
Stock price:C$2.13 at close April 26
Market capitalization:C$168.16 million
Units
Amount:C$20 million
Greenshoe:C$10 million
Units:10 million
Price:C$2.00
Warrants:One half-share warrant per unit
Warrant expiration:Two years
Warrant strike price:C$3.00
Shares
Amount:C$20,025,000
Units:8.9 million
Price:C$2.25
Warrants:No

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