/NOT FOR DISSEMINATION OR DISTRIBUTED IN THE UNITED STATES OR THROUGH
UNITED STATES WIRE SERVICES/
VANCOUVER, June 12 /CNW/ - YGC Resources Ltd. (Toronto Stock Exchange:
YGC; Frankfurt Xetra Exchange: ZH6) Further to its news releases of April 22,
2007 and May 30, 2007, YGC Resources Ltd. (the "Company") is pleased to
announce that it has closed the final tranche of a brokered private placement
for gross proceeds of $4,320,000, from the issuance of 2,400,000 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, one
common share and one half of one transferable share purchase warrant. Each
whole 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 brokered private
placement was co-led by Pacific International Securities Inc. and Casimir
Capital L.P. and included Blackmont Capital Inc. and Wellington West Capital
Markets Inc. as agents (the "Agents").
In connection with this final tranche, the Company will pay to the Agents
a cash commission of $216,000. The Agents will also be issued 120,000
Compensation Options (the "Agents' Options"). Each Agent's Option will entitle
the holder to purchase one Common Share for a period of two years at an
exercise price of $2.10 Cdn per Common Share.
Concurrently with the closing of the brokered private placement, the
Company has also closed a non-brokered private placement of an additional
6,377,364 Subscription Receipts, for gross proceeds of $11,479,254. Finders'
fees are payable with respect to a part of the non-brokered private placement.
All securities issued pursuant to these private placements are subject to
a four month hold period, commencing on the closing date.
The gross proceeds from this tranche will be held in escrow and the net
proceeds will be released to the Company on the closing of the transaction
with Queenstake Resources Ltd. announced on February 5, 2007, pursuant to
which the Company will combine with Queenstake, and will continue under the
name "Yukon-Nevada Gold Corp. ("Yukon-Nevada")"
Total gross proceeds raised from the private placements are approximately
$76.2 million. The proceeds of the private placements will be expended on mine
development, mining equipment, process plant upgrades and equipment,
exploration drilling and other expenditures at the Jerritt Canyon mine;
feasibility studies and permitting, exploration work, including drilling, on
the Ketza River Project; and general working capital. When combined with YGC's
current working capital, Yukon-Nevada will have in excess of $85 million in
With the closing of the private placements, all of the material
conditions precedent to the combination of the Company and Queenstake have now
been satisfied or waived. The completion of the combination will take place
upon acceptance of final material by the applicable securities regulatory
bodies and filing of the Final Order with the Registrar of Companies. The
Company and Queenstake anticipate that the transaction will complete during
the week beginning June 18, 2007, and the companies will issue a joint news
release disclosing the date on which the shares of Queenstake will be delisted
from the TSX and the shares of Yukon-Nevada will be listed.
Per: "Graham Dickson"
Graham Dickson, President
Visit our Website at www.ygcr.ca
WARNING: The Company relies upon litigation protection for
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 unless registered under the U.S. Securities
For further information:
For further information: Graham Dickson, CEO, President, (604) 688-9427,