To: russet who wrote (2066 ) 3/29/1999 5:24:00 PM From: Bob Walsh Respond to of 2249
Queenstake Resources (QTR-TSE) and Santa Cruz Gold (SCG-TSE) Agree to Merge VANCOUVER, BRITISH COLUMBIA--James D. Mancuso, President and CEO of Queenstake Resources Ltd., and Christopher J. A. Davie, President and CEO of Santa Cruz Gold Inc. [OTC BB:SCZGF - news], are pleased to announce the entering into of a Letter Agreement providing for the merger of the two companies. Queenstake is primarily an exploration company with substantial property interests in Latin America and approximately C$8 million in cash and Santa Cruz is a past producing gold company with a gold property in Mexico that has been through pre-feasibility and subject to completion of a bankable feasibility study and financing may be ready to produce gold in the near future. The combined company will have the benefits of cash flow from a producing mine plus strong upside potential through a well-funded exploration program. Queenstake's primary assets are its well-situated exploration properties in Peru, Chile and Mexico and its cash. Most of Queenstake's mineral properties, over 130,000 hectares, are in Peru, where the company also has active joint ventures with Barrick G old Corporation in and near the Pierina District and with Newcrest Mining, who have recently drilled a Queenstake property in Huancavelica Province. Queenstake's objective has been to generate exploration targets for the discovery of significant mineral deposits, and the company has defined prospects for further evaluation by drilling through farm-outs to major companies. A second objective has been to conserve cash and evaluate opportunities to merge with or otherwise acquire companies or projects that are advanced enough to generate cash in the near term. The primary asset of Santa Cruz Gold is the Magistral property in Sinaloa, Mexico, a low sulfidation structurally controlled gold deposit. It has been defined by more than 700 diamond and reverse circulation drill holes, and drill core and cuttings have been subjected to bottle roll and column leach metallurgical testing. An independent preliminary feasibility study indicates that the deposit will be open pittable and heap leachable, and very preliminary mine plans indicate a relatively robust project based on US$300 gold with production of about 35,000 ounces of gold a year. Exploration potential exists to moderately expand the deposit. A feasibility study will begin as soon as possible. The terms of the proposed merger on the anticipated basis that the number of shares of Queenstake and Santa Cruz as at the date of execution of definitive documentation for the Merger is 39,054,491 shares and 97,140,000 shares, respectively, that: - Shareholders of Santa Cruz will receive 0.108 of a share of the merged company for each Santa Cruz share. - Shareholders of Queenstake will receive 0.50 of a share of the merged company for each Queenstake share. - Former shareholders of Queenstake will hold 65 percent and former shareholders of Santa Cruz will hold 35 percent of the merged company. - The Board of Directors of the merged company will consist of 4 members nominated by Queenstake and 3 nominated by Santa Cruz. The officers of the merged company will be: Chairman: J. D. Mancuso CEO/President: C. J. A. Davie Vice President Exploration: D. L. Nicol Vice President Finance, CFO and Secretary: D. A. Meyer Treasurer: C. A. Serin Completion of the merger is subject to: due diligence reviews in the next 30 days by both companies; completion of the Santa Cruz Gold/Castle Exploration combination (News Release - SCG December 9, 1998); execution of definitive documents; and receipt of all shareholder, regulatory and court approvals. Closing of the merger is expected in 60 to 90 days. We both believe the merged company will be significantly stronger than either Queenstake or Santa Cruz alone. It will be a well-capitalized company positioned to become a gold producer in the near term , with an excellent portfolio of exploration properties for significant long-term growth and a professional and experienced management team. James Mancuso Queenstake Resources Ltd. President and Chief Executive Officer Christopher Davie Santa Cruz Gold Inc. President and Chief Executive Officer