-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UZjD+dpXaXfVY6yGMv11f9RjWYgoUQXBD80Y1gqNg0XoLDC+7Yc1fk2opByEqCra ZUJ35UzPLEmw4SyQ7PzVwA== 0001104659-06-025380.txt : 20060417 0001104659-06-025380.hdr.sgml : 20060417 20060417125723 ACCESSION NUMBER: 0001104659-06-025380 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060430 FILED AS OF DATE: 20060417 DATE AS OF CHANGE: 20060417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUEENSTAKE RESOURCES LTD CENTRAL INDEX KEY: 0000904121 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: B0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32368 FILM NUMBER: 06761745 BUSINESS ADDRESS: STREET 1: SUITE 2940 STREET 2: 999 18TH STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-297-1557 MAIL ADDRESS: STREET 1: SUITE 2940 STREET 2: 999 18TH STREET CITY: DENVER STATE: CO ZIP: 80202 6-K 1 a06-9069_26k.htm CURRENT REPORT OF FOREIGN ISSUER

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of April 2006

 

Commission File Number 1-32368

 

QUEENSTAKE RESOURCES LTD.

 

999 18th Street, Suite 2940, Denver, CO 80202

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40 F.

Form 20-F  o      Form 40 F  ý

 

Indicate by check mark whether by furnishing the information contained in this Form the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o    No ý

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

 

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

QUEENSTAKE RESOURCES LTD.

 

 

(Registrant)

 

 

 

Date:

April 14, 2006

 

By

“Dorian L. Nicol” (signed)

 

 

(Signature)

 

 

 

 

 

Dorian L. Nicol, President & CEO

 

Exhibits

 

Exhibit 99.1

 

News Release April 13, 2006- Queenstake Announces Closing of US$10 Million Private Placement from Newmont

 


EX-99.1 2 a06-9069_2ex99d1.htm EX-99

 

N  E  W  S    R  E  L  E  A  S  E

 

 

News Release 2006-11

April 13, 2006

 

Queenstake Announces Closing of US$10 Million Private Placement from Newmont

 

Denver, Colorado – April 13, 2006 – Queenstake Resources Ltd. (TSX:QRL, AMEX:QEE) has closed its equity private placement with Newmont Canada Limited (Newmont), a subsidiary of Newmont Mining Corporation (NYSE: NEM, TSX:NMC), whereby Newmont purchased 28.51 million Queenstake common shares at Cdn$0.41 per share for gross proceeds of US$10 million. With this purchase, Newmont owns approximately 4.9% of Queenstake’s basic outstanding common shares.

 

As part of the private placement, Newmont received warrants that can be exercised to acquire up to 28.51 million common shares of Queenstake at a price of Cdn$0.55 for a four-year period, which would generate Cdn$15.7 million in cash if exercised.

 

In addition, affiliates of Newmont are conveying three of their Nevada exploration properties, including the Shwin Ranch project along the Cortez-Battle Mountain Trend, to Queenstake. Another affiliate of Newmont is selling concentrates and ore from its Nevada operations to Queenstake for processing at its Jerritt Canyon roasting and milling facility in Northeastern Nevada. The contract calls for the purchase of approximately 500,000 tons of concentrates and ore per year over two years. Ore purchases with Newmont may continue for up to three more years if Queenstake has the spare processing capacity.

 

Dorian L. (Dusty) Nicol, President and Chief Executive Officer of Queenstake, said, “We are pleased to have closed this significant transaction. The timely closing allows us to immediately optimize utilization of our Jerritt Canyon milling and roasting facility. It also allows us to accelerate exploration early in the field season.”

 

Net proceeds from the private placement will be used to fund exploration and for other corporate purposes. Queenstake was advised in this transaction by Blackmont Capital Inc. and will pay advisory fees in connection with the transaction.

 

The securities referenced herein have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States, unless an exemption from registration is available. After a contractual six-month holding period, the shares held by Newmont may be freely traded in Canada.

 

Queenstake Resources Ltd. is a gold mining and exploration company based in Denver, Colorado. Its principal asset is the wholly owned Jerritt Canyon mining operations and district in Nevada. Jerritt Canyon has produced over seven million ounces of gold from open pit and underground mines since 1981. Current production at the property is from underground mines. The Jerritt Canyon District comprises 119 square miles (308 square kilometers) of geologically prospective ground and represents one of the largest contiguous exploration properties in Nevada.

 

#    #    #

 

1



 

For further information call:

Wendy Yang 303-297-1557 ext. 105

800-276-6070

Email – info@queenstake.com web – www.queenstake.com

 

Cautionary Statement – This news release contains “Forward-Looking Statements” within the meaning of applicable Canadian securities regulations and Section 21E of the United States Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this release, and Queenstake’s future plans are forward-looking statements that involve various risks and uncertainties. Such forward-looking statements include, without limitation, estimates and projections of future gold production, processing rates and cash operating costs. Forward-looking statements are subject to risks, uncertainties and other factors, including gold and other commodity price volatility, operational risks, mine development, production and cost estimate risks and other risks which are described in the Company’s most recent Annual Information Form filed on SEDAR (www.sedar.com) and Annual Report on Form 40-F on file with the Securities and Exchange Commission (SEC; www.sec.gov) as well as the Company’s other regulatory filings. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

2


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