| | May 18, 2007
YGC RESOURCES LTD. ANNOUNCES APPROVAL OF PLAN OF ARRANGEMENT WITH QUEENSTAKE RESOURCES LTD.
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| | Vancouver, BC -- May 18, 2007 - YGC Resources Ltd. (Toronto Stock Exchange: YGC; Frankfurt Xetra Exchange: ZH6) Graham Dickson, the President of YGC Resources Ltd. ("YGC" or the "Company"), is pleased to announce that shareholders overwhelmingly approved all resolutions brought before them at the Company's Annual and Special Meeting (the "AGM") held in Vancouver, British Columbia on May 18, 2007.
Highlights of the meeting include:
Plan of Arrangement
In a key step in the growth of the Company, shareholders approved a special resolution to adopt a Plan of Arrangement (the "Arrangement") between YGC and Queenstake Resources Ltd. ("Queenstake") providing for, inter alia, the business combination of YGC and Queenstake to create Yukon-Nevada Gold Corp. ("YNG").
The Arrangement will result in the combination of the businesses and assets of YGC and Queenstake whereby Queenstake will become a wholly-owned subsidiary of YGC with the completion of the Arrangement and YGC will change its name to "Yukon-Nevada Gold Corp.".
Election of Directors
The following board members stood for election and were duly re-elected: Graham C. Dickson, John R.W. Fox, Neil J.F. Steenberg, R.J. (Don) MacDonald, Robert E. Chafee, Peter Holbek, E. Lynn Patterson and Iain Harris. The Company's Board of Directors, as of the AGM, is comprised of a majority of independent directors. On the effective date of the Plan of Arrangement, the board will comprise of the foregoing directors and Dusty Nicol and Peter Bojtos.
Private Placement
Shareholders, by way of ordinary resolution, approved the private placement in connection with the Combination Agreement with Queenstake Resources Ltd., of such number of securities that could result in Yukon-Nevada Gold Corp. issuing or making issuable more than 25% of the existing share capital of the Company, as more particularly described in and subject to the restrictions described in the Joint Information Circular of YGC and Queenstake Resources Ltd. dated April 17, 2007
Adoption of Amended and Restated Stock Option Plan
Shareholders approved the adoption of a new Stock Option Plan for YNG to set the maximum number of YNG's common shares that may the subject of options to 10% of the Company's issued and outstanding share capital. This will serve to promote the interests of YNG and its shareholders by strengthening the Company's ability to attract persons of experience and ability to serve as directors, officers or employees of or consultants to YNG, and to encourage existing directors, officers or employees of or consultants to promote the affairs of YNG.
Adoption of the Plan is subject to TSX approval.
Other AGM Results
KPMG LLP, Chartered Accountants, were re-appointed as auditors of the Company for the ensuing year, and the directors were authorized to fix the remuneration to be paid to the auditors.
YGC Resources Ltd.
Graham Dickson, President
Tel: (604) 688-9427
Email: graham@ygcr.ca
www.ygcr.ca
CHF Investor Relations
Jeanny So
Tel: (416) 868-1079 ext. 225
Email: jeanny@chfir.com
www.chfir.com
If you would like to receive press releases via email please contact nicole@ygcr.ca and specify "YGC releases" in the subject line.
The TSX Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
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 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. |
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