| | June 12, 2007
YGC RESOURCES LTD. CLOSES FINAL TRANCHES OF PRIVATE PLACEMENTS
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| | NOT FOR DISSEMINATION OR DISTRIBUTED IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES
Vancouver, BC -- June 12, 2007 - 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 working capital.
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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Graham Dickson, CEO/President (604) 688-9427
Email: graham@ygcr.ca
YGC RESOURCES LTD.
Per: "Graham Dickson"
Graham Dickson, President
Visit our Website at www.ygcr.ca
WARNING: The Company relies upon litigation protection for "forward-looking" statements.
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 |
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| | You can view the Next YGC Resources News item: Thu Jun 21, 2007, PLAN OF ARRANGEMENT WITH QUEENSTAKE BECOMES EFFECTIVE
You can view the Previous YGC Resources News item: Wed May 30, 2007, YGC RESOURCES LTD. CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT
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