DENVER and VANCOUVER, March 22 /CNW/ - Queenstake Resources Ltd.
("Queenstake") (TSX: QRL; AMEX: QEE) and YGC Resources Ltd. ("YGC") (TSX: YGC)
are pleased to announce that further to their joint news release dated
February 5, 2007, the two companies have satisfactorily completed their mutual
due diligence reviews, and have executed a comprehensive Combination Agreement
to combine their businesses under the name "Yukon-Nevada Gold Corp."
("Yukon-Nevada"). Following a thorough review of the available alternatives by
the respective boards of directors, the transaction has been structured, by
way of a plan of arrangement, as an acquisition by YGC of all of the
outstanding shares and other securities of Queenstake, on the basis of one
common share of YGC for each ten outstanding common shares of Queenstake.
The respective Boards of Directors of Queenstake and YGC have unanimously
approved the Combination Agreement, agreed to recommend the plan of
arrangement to their shareholders and agreed not to solicit and not to support
competing transactions, except as required to meet fiduciary obligations. A
break fee equal to 5% of the non-completing company's market value will be
payable in certain circumstances.
Subject to shareholder approval of the transaction, the Board of
Directors of Yukon-Nevada will comprise all of the current members of the
Board of Directors of YGC, Dorian Nicol and Peter Bojtos. The two current
Boards have agreed that the President and CEO of Yukon-Nevada will be
Graham C. Dickson and that the Executive Vice President of Exploration will be
Dorian ("Dusty") Nicol.
Completion of the business combination is subject to the satisfaction of
a number of conditions precedent, including a significant financing to be
completed by YGC for the benefit of Yukon-Nevada, shareholder and Court
approvals and regulatory acceptance. The two companies will schedule their
shareholder meetings, to consider and vote on the proposed combination, for
May 18, 2007.
The transaction will combine Queenstake's and YGC's mineral property
interests throughout North America to create operating efficiencies with
particular emphasis on the Jerritt Canyon Mine in Nevada, and the development
to production of the Ketza River gold property in the Yukon. The business
combination will yield benefits to the shareholders of Yukon-Nevada by
providing a greater asset base and capitalization, reducing overhead and
creating a broader share trading market with the potential for greater
For further information:
For further information: For Queenstake: Wendy Yang, (303) 297-1557 ext.
105, (800) 276-6070, Email - email@example.com, www.queenstake.com; For YGC:
Graham C. Dickson, President, (604) 688-9427, Email: firstname.lastname@example.org,