| | April 27, 2007
YGC RESOURCES ANNOUNCES A BROKERED PRIVATE PLACEMENT
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| | NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES
Vancouver, Canada -- April 27, 2007 -- YGC Resources Ltd. (Toronto Stock Exchange: YGC; Frankfurt Xetra Exchange: ZH6) 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 ("TSX").
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.
YGC Resources Ltd.
Graham Dickson, President
Tel: (604) 688-9427
Email: graham@ygcr.ca
www.ygcr.ca
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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