/NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES OR THROUGH
UNITED STATES WIRE SERVICES/
TORONTO, April 27 /CNW/ - Graham Dickson, the President of YGC Resources
Ltd. (the "Company"), announces that the Company has negotiated a brokered
private placement for gross proceeds of up to $86,400,000 (the "Private
Placement") with a syndicate of registered brokers (the "Agents") wherein the
Agents will use their commercially reasonable efforts to sell up to 48,000,000
subscription receipts of the Company ("Subscription Receipts") at Cdn$1.80 per
Subscription Receipt. Each Subscription Receipt will entitle the holder to
acquire, at no additional cost and upon certain conditions being met (the
"Release Conditions"), one common share ("Common Share") and one half of one
transferable share purchase warrant. Each whole warrant (a "Warrant") will
entitle the holder to purchase one additional Common Share at a price of
Cdn$3.00 for a period of five years. The Company will use its reasonable
efforts to list the Warrants for trading on the Toronto Stock Exchange
The Private Placement is being conducted in connection with the
combination of the Company with Queenstake Resources Ltd. ("Queenstake"), to
form "Yukon-Nevada Gold Corp.", and as set out in the Company's news release
dated March 22, 2007 (the "Combination"). The proceeds of the Private
Placement will be deposited into escrow on or before May 23, 2007 (the "Escrow
Deposit Date"), and shall be released to the Company on the Release Conditions
having been satisfied (the "Closing"). The Release Conditions include the
conditions that the Combination shall have been approved by the shareholders
of the Company and Queenstake at their respective meetings on May 18, 2007,
that the Combination and the Private Placement shall have been accepted by the
TSX and that other conditions precedent normal in transactions such as the
Combination shall have been satisfied or waived. If the Release Conditions are
not satisfied by 4 p.m. Vancouver time on June 29, 2007, the subscription
proceeds shall be returned to the subscribers.
The Company has granted to the Agents an over-allotment option (the
"Over-Allotment Option"), exercisable at any time prior to the Escrow Deposit
Date, to place up to 7,200,000 additional Subscription Receipts.
The Agents will receive a cash commission on the sale of the Subscription
Receipts representing 5% of the gross proceeds, which will be paid on the
Closing. The Company will also issue an option to the Agents on the Closing
(the "Agents' Option") entitling the Agents to purchase additional Common
Shares equal in number to 5% of the aggregate number of Subscription Receipts
sold, including the Over-Allotment Option, at a price of Cdn$2.10 per Common
Share for a period of 24 months following the Closing.
In accordance with securities legislation currently in effect, the Common
Shares will be subject to "hold period" of four months plus one day from the
date of issuance of the aforesaid securities.
The proceeds of the Private Placement will be used for mine development
and plant and equipment upgrades at the Jerritt Canyon Mine, the preparation
of a feasibility study and additional work at the Ketza River Property, Yukon
Territory, and to provide general working capital to the Company.
Graham Dickson, President
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The TSX Exchange 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 sell 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" (as such term is defined in Regulation S under the U. S. Securities
Act) unless registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is available.
WARNING: The Company relies on litigation protection for "forward-
For further information:
For further information: YGC Resources Ltd.: Graham Dickson, President,
Tel: (604) 688-9427, Email: email@example.com, www.ygcr.ca; CHF Investor
Relations: Jeanny So, Broker Relations Specialist, Tel: (416) 868-1079 ext.
225, Email: firstname.lastname@example.org, www.chfir.com