CALGARY, AB, February 19 th, 2013 – Banyan Gold Corp. (TSXV: BYN) (the “Company" or "Banyan”) is pleased to announce that it has closed its qualifying transaction (the “Transaction”) with the purchase of 100% of the Hyland Gold Property (the "Hyland Property") as described in the September 10, 2012 news release. As a result of the completion of the Transaction, Banyan has ceased to be a Capital Pool Company (as defined in the policies of the TSX Venture Exchange (the “ TSXV”)) and is expected to commence trading as a Tier 2 Mining Issuer on the TSXV at the opening of the market on February 19, 2013. In conjunction with the qualifying transaction, the Company has changed its name to Banyan Gold Corp. The trading symbol of the Company will be changed from “BYN.P” to “BYN”.
Through the close (the “Closing”) of the definitive assignment and transfer agreement (the "Definitive Agreement") dated October 9, 2012 with Argus Metals Corp. (“Argus") Banyan acquired mineral claims and the right to earn an undivided 100% interest in mineral claims in the Hyland Property, located in the Watson Lake Mining District of South Eastern Yukon Territory, Canada (the “Hyland Property”). The Hyland Property is a large scale sediment hosted gold system in Yukon’s Selwyn basin situated in the Watson Lake Mining District of South Eastern Yukon Territory, Canada. It is located approximately 70 kilometres northeast of the village of Watson Lake. The property is accessible by helicopter, float plane and 4x4 roads. Hyland consists of 927 claims (approximately 18,620 hectares) and lies near the southeast end of the Tintina Gold Belt extending across central Alaska and Yukon.
In connection with the Transaction, Banyan has also completed a non-brokered private placement (the “Placement”) of 5,000,000 units (each, a “Unit”) at $0.10 per Unit for total proceeds of $500,000. Each Unit consists of one share of Banyan (each, a "Share") and one half share purchase warrant (each a “Warrant”). Each Warrant entitles the holder to purchase one Share at an exercise price of $0.15 for 12 months. All Shares, including Shares issued pursuant to the due exercise of Warrants, are subject to a four month hold period under applicable securities laws.
The Company previously paid Argus $15,000. On Closing, the Company paid Argus an additional $20,000 and issued 4,000,000 common shares of the Banyan to Argus. In order to acquire a 100% interest in the Hyland Property, a $100,000 payment is due to StrataGold Corporation, a subsidiary of Victoria Gold Corp., within 15 days of Closing. The Company is also obligated to deliver 15,000 Argus common shares to StrataGold Corporation or the greater of the market value thereof or such other consideration as the parties may agree. The 4,000,000 Shares are subject to a TSX-V Tier 2 Value Security Escrow Agreement, and subject to a 4 month hold period under applicable securities legislation. Shareholders of Argus have resolved to cause the distribution of the 4,000,000 Shares to Argus shareholders as an in specie dividend following their release from escrow.
Directors and Officers of Banyan
The current Board consisting of Richmond Graham, David Rutt, Mark Aryanto and John Hilland will remain. Officers of Banyan will consist of Mark Ayranto - Chairman of the Board of Directors, Richmond Graham - President, CEO and Director, David Rutt - CFO, Corporate Secretary and Director.
Paul D. Gray, P.Geo. has been appointed Vice President, Exploration. Bios of all officers and directors can be found in the filing statement dated January 31, 2013 and found on SEDAR.com
ON BEHALF OF THE BOARD OF BANYAN
(signed) "Richmond Graham"
President and Chief Executive Officer
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Disclaimer for Forward-Looking Information
“Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."
Statements in this news release regarding Banyan which are not historical facts are “forward-looking statements” that involve risks and uncertainties. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties, such as the risk that the closing of the Qualifying Transaction may not occur for any reason. Actual results could differ materially from those currently anticipated in such statements due to factors including, but not limited to, the TSX Venture Exchange failing to grant final acceptance for the Qualifying Transaction for unforeseen reasons.