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Gold/Mining/Energy : Queenstake Resources (QTR.T) -- Ignore unavailable to you. Want to Upgrade?

To: E. Charters who wrote (2068)	3/29/1999 5:23:00 PM
From: tanoose	Respond to of 2249

Queenstake and Santa Cruz to merge Queenstake Resources Ltd QTR Shares issued 39,054,491 Mar 26 close $0.22 Mon 29 Mar 99 News Release Also Santa Cruz Gold Inc (SCG) Mr. James Mancuso reports: James D. Mancuso, president and chief executive officer of Queenstake Resources Ltd., and Christopher J. A. Davie, president and CEO of Santa Cruz Gold Inc., 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 $8-million in cash, and Santa Cruz is a past producing gold company, with a gold property in Mexico that has been through prefeasibility 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-financed 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 Gold Corporation in and near the Pierina District and with Newcrest Mining, which has 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 sulphidation, 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 $300 (U.S.) 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 per cent and former shareholders of Santa Cruz will hold 35 per cent of the merged company. The board of directors of the merged company will consist of four members nominated by Queenstake and three nominated by Santa Cruz. The officers of the merged company will be: Chairman: J.D. Mancuso Chief executive officer /president: C.J.A. Davie Vice-president exploration: D. L. Nicol Vice-president finance, chief financial officer 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 (Stockwatch - SCG Dec. 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. (c) Copyright 1999 Canjex Publishing Ltd. canada-stockwatch.com HMMM??.........not sure what this will do for the Queen?? With regards;Frank