rossi Monday, 02/05/07 05:02:00 PM Re: None Post # of 143 DENVER and VANCOUVER, British Columbia, Feb. 5 /PRNewswire-FirstCall/ -- Queenstake Resources Ltd. ("Queenstake") (Amex: QEE - News; TSX: QRL - News) and YGC Resources Ltd. ("YGC") (TSX: YGC; F: ZH6) are pleased to announce that they have agreed to combine the two companies to create a new publicly traded company ("Newco"). The business combination is proposed to be structured as a plan of arrangement, but other structures are being considered. Under the agreed upon terms, shareholders of YGC will receive one common share of Newco for each share of YGC held, and shareholders of Queenstake will receive one common share of Newco for each ten shares of Queenstake held. Outstanding warrants and options in each company will be exchanged on the basis of the same ratio. ADVERTISEMENT The proposed transaction will combine Queenstake's and YGC's mineral property interests throughout North America to create operating efficiency with emphasis on production from the Jerritt Canyon Gold Mine in Nevada, and the advancement towards production of the Ketza River gold property in the Yukon. The business combination will yield benefits to the shareholders of Newco by providing a greater asset base and capitalization, creating operating synergies and efficiency, reducing overhead and creating a broader share trading market with the potential for greater liquidity. In addition, the transaction will allow an aggressive and sustained exploration program throughout the extensive and prospective land packages that will be wholly owned by Newco in Nevada and the Yukon.