NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO U.S.
VANCOUVER, June 15, 2012 /CNW/ - Yukon-Nevada Gold Corp. (TSX: YNG) (Frankfurt Xetra Exchange: NG6) ("YNG" or the "Company") is pleased to announce that it has completed a private placement
offering of CDN$6,000,000 principal amount of unsecured convertible
debentures (the "Debentures") to Whitebox Advisors LLC ("Whitebox" or the "Investor"). Odeon Capital Group, LLC served as exclusive placement agent to the
Company on this transaction.
The Company intends to use the proceeds for the development of
Starvation Canyon mine, to expand production at the SSX/Steer mine and
to commence work on the clean-up of historic rock disposal areas, one
of the last items to be completed under the Consent Decree. These funds
will enable the Company to maintain its focus on and momentum in
ramping up ore production from the Jerritt Canyon property. The Company
anticipates that this will be the final capital raise in this capital
expenditure cycle and expects cash flows to cover future needs.
Subject to meeting certain conditions, the Company has the option to
require the Investor to subscribe for an additional CDN$4,000,000
principal amount of unsecured convertible debentures, on the same
relative terms as the Debentures, four weeks after the closing date
(the "Closing Date"). The Investor will also have the option, exercisable at any time
prior to the date that is four (4) months from the Closing Date, to
acquire up to CDN$2,000,000 principal amount of additional convertible
debentures, at the same relative terms as the Debentures.
The Debentures bear interest at a rate of 11% per annum and will mature
42 months from the Closing Date (the "Maturity Date"). At the option of the Investor, the principal amount of the
Debentures and all interest accrued thereon will be convertible into
common shares of the Company (the "Shares") at any time after expiry of the four (4) month hold period of the
Debentures and prior to the close of business on the Maturity Date,
based on a conversion price equal to the greater of (a) CDN$0.15 and
(b) the Market Price (as defined in the TSX Company Manual) of the
Shares discounted by 5% per Share (the "Conversion Price").
Upon the Maturity Date, the Debentures and all interest accrued thereon
may, at the Company's discretion, be paid in cash, Shares (up to a
maximum of 75%) or any combination of cash and Shares (up to a maximum
of 75%). The Company may only elect to convert all or any part of the
Debentures outstanding on the Maturity Date into, and pay to the
Investor the principal sum of the Debentures in, Shares if the Market
Price for the Shares for at least five (5) out of the ten (10) trading
days preceding the date in which the Company delivers the Shares to the
Investor (such date not to be less than twenty (20) days prior to the
Maturity Date) is greater than CDN$0.20. The Investor will have the
option to require early repayment in the event of default by the
The Company also paid the Investor a structuring fee equal to 10% of the
principal amount of the Debenture through the issuance of 2,010,126
common shares of the Company (the "Structuring Shares"). The Company also issued 20,101,259 common share purchase warrants
(the "Warrants") to the Investor. Each Warrant entitles the holder thereof to purchase
one Share at an exercise price of CDN$0.30 and will expire three (3)
years following the Closing Date.
The Debentures, the Shares, the Structuring Shares and the Warrants will
be subject to a four (4) month hold period in accordance with
applicable securities laws.
About Yukon-Nevada Gold Corp.
Yukon-Nevada Gold Corp. is a North American gold producer in the
business of discovering, developing and operating gold deposits. The
Company holds a diverse portfolio of gold, silver, zinc and copper
properties in the Yukon Territory and British Columbia in Canada and in
Nevada in the United States. The Company's focus has been on the
acquisition and development of late stage development and operating
properties with gold as the primary target. Continued growth will occur
by increasing or initiating production from the Company's existing
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The TSX has not reviewed and does not accept responsibility for the
adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities in the United States. The
securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act")
or any state securities laws and may not be offered or sold within the
United States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
This press release contains "forward-looking statements" and "forward
looking information" within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and applicable Canadian
Securities legislation. All statements, other than statements of
historical fact, including without limitation, statements relating to
the private placement and the use of proceeds therefrom are
forward-looking statements. Generally, these forward-looking statements
can be identified by the use of forward-looking terminology such as
"plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words and
phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be
achieved". By their nature, forward-looking statements and information
are based on assumptions and involve known and unknown risks,
uncertainties and other factors that may cause our actual results,
performance or achievements, or industry results, to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking information. Such risks, uncertainties
and other factors include among other things the following: gold price
volatility; discrepancies between actual and estimated production and
mineral reserves and resources; the speculative nature of gold
exploration; mining operational and development risk; and regulatory
risks. See our Annual Information Form for additional information on
risks, uncertainties and other factors related. Although the Company
has attempted to identify important factors that could cause actual
results to differ materially from those contained in forward-looking
statements, there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that such
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements. The Company does not undertake to update
any forward-looking statements that are incorporated by reference
herein, except in accordance with applicable securities laws.
SOURCE Yukon-Nevada Gold Corp.
For further information:
Yukon-Nevada Gold Corp.
Senior Director, Institutional Investor Relations
Tel: (604) 688-9427
Investor Relations Manager
Tel: (604) 688-9427 ext 224
CHF Investor Relations
Director of Operations
Tel: (416) 868-1079 ext. 225
Tel: +49 711 25 35 92 40