-----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, NuSbPNU8MIeVqjxyTwAnAYErFPvawsziNI1+vLU+zoHaq2TUYqdkUUBSeONBqt2n 9P1wAL7GeNBD+NzJZ/cpGA== 0001104659-07-040501.txt : 20070516 0001104659-07-040501.hdr.sgml : 20070516 20070516125031 ACCESSION NUMBER: 0001104659-07-040501 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070531 FILED AS OF DATE: 20070516 DATE AS OF CHANGE: 20070516 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: 07856861 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 a07-14328_26k.htm 6-K

 

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 May 2007

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  x

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  x

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: May 16, 2007

By

“Dorian L. Nicol” (signed)

 

 

(Signature)

 

 

 

 

 

Dorian L. Nicol, President & CEO

 

Exhibits

Exhibit 99.1                                    News Release dated May 15, 2007 titled ‘Queenstake’s First Quarter Results’

 



EX-99.1 2 a07-14328_2ex99d1.htm EX-99.1

Exhibit 99.1

 

 

 

 

News Release 2007-11

 

May 15, 2007

 

Queenstake’s First Quarter Results

Denver, Colorado — May 15, 2007 — Queenstake Resources Ltd. (TSX:QRL, AMEX:QEE, the “Company”) reported a net loss of $5.1 million for the first quarter of 2007. Cash flow from operations before working capital changes totaled $1.2 million for the first quarter of 2007. Cash and cash equivalents at March 31, 2007 were $3.3 million. All amounts in this news release are in US dollars, unless otherwise stated.

Gold production was 47,235 ounces for the first quarter of 2007, of which Jerritt Canyon ore produced 28,612 ounces and ore and carbon purchased from Newmont contributed 18,623 ounces. Cash operating costs per ounce of Jerritt Canyon ore were $535 per ounce for the 2007 first quarter. In the 2006 first quarter, gold production totaled 29,873 ounces solely from Jerritt Canyon ore, as there were temporary mill shut downs due to mechanical gear issues related to the ball mill.

Effective March 16, 2007, the Company and YGC Resources Ltd. (“YGC”) signed a definitive combination agreement to merge the companies to form Yukon-Nevada Gold Corporation (“Yukon-Nevada”). The combination is structured as a plan of arrangement whereby the Company will become a wholly-owned subsidiary of Yukon-Nevada. Shareholders of YGC will retain one common share of Yukon-Nevada for each share of YGC held, and shareholders of Queenstake will receive one common share of Yukon-Nevada for each 10 shares of Queenstake held. Completion of the business combination is subject to shareholder, court and regulatory approvals and other conditions precedent.

The respective shareholder meetings of the Company and YGC to consider and vote on the proposed combination are scheduled for May 18, 2007.

Operating Highlights

 

1Q 2007

 

1Q 2006

 

Gold ounces produced from Jerritt Canyon ore(1)

 

28,612

 

29,873

 

Total gold ounces produced from all sources(1)

 

47,235

 

29,873

 

Gold ounces sold(1)

 

47,445

 

28,488

 

Average realized gold price ($/oz)

 

$

644

 

$

553

 

Cash operating costs per ounce from Jerritt Canyon ore(2)

 

$

535

 

$

558

 

Ore tons mined

 

120,160

 

228,963

 

Tons processed from all sources(1)

 

210,212

 

150,228

 

Grade processed (opt)(3)

 

0.21

 

0.25

 

Process recovery

 

85.6

%

86.4

%

 

Financial & Operating Review

The Company reported a net loss of $5.1 million for the 2007 first quarter compared with a net loss of $5.8 million in the 2006 first quarter.  Revenues of $30.6 million were generated from the sale of 47,445 ounces of gold at an average realized gold price of $644 per ounce, compared with the average market price of $650 for the quarter. The lower realized gold price reflected certain price protection covenants related to the Auramet secured bridge loan financing facility (“the Facility”) during the quarter. As of March 31, 2007, the Company had no forward sales commitments. The Company continues to sell its gold production at the spot price.

1




Cash operating costs of $535 per ounce from Jerritt Canyon ore for the first quarter of 2007 reflected seasonal ore-drying bottlenecks at the mill and the ongoing reduced mill processing capacity since the third quarter of 2006 in order to minimize the risk of further mill pinion and bull gear mechanical issues. (See more information about the new bull gear below.)

Cash operating costs during the first quarter were in line with the fourth quarter of 2007. This together with the higher realized gold price, compared to the fourth quarter of 2006, generated sufficient cash flow to continue to fund the ongoing operations at Jerritt Canyon and to reduce the December 31, 2006 trade payables and accrued liabilities by $2.8 million at the end of March 2007, excluding the $8 million from the Facility used to pay for the new evaporation pond.

As announced by the Company on May 1, 2007, the Company reached agreement with Auramet Trading LLC (“Auramet”) to extend the payment date of the $8 million Facility by one month, to June 29, 2007. The borrowed funds, less costs of the transaction, primarily paid the costs of the new evaporation pond at the Jerritt Canyon operations which was mandated by the Nevada Department of Environmental Protection (“NDEP”).  The Company is pursuing reimbursement for such costs under its reclamation insurance policy with American International Specialty Lines Insurance Company, a subsidiary of AIG (“the Insurer”), but the timing and receipt of such reimbursement is uncertain.  The matter has been referred to arbitration.

Depreciation and accretion charges were $5.1 million for the first quarter of 2007, compared with $3.1 million in the first quarter of 2006. The higher depreciation was due to the increase in stockpiled ore and work-in-process ore inventories during the year. Exploration expenses were $258,000 in the first quarter of 2007 compared with $200,000 in the prior year quarter. General and administrative costs were $1.0 million, similar to the prior year quarter. The Company invested $2.3 million in the Jerritt Canyon mines during the first quarter, compared with $8.2 million in the 2006 quarter, which was impacted by unforeseen costs for mill gear repairs. Significant capital investments during the quarter were in underground mine development and in purchasing and refurbishing plant and equipment.

At March 31, 2007, the Company had a working capital deficit of $12.9 million, primarily due to the increase in purchased ore stockpile inventories and decreased cash and cash equivalents. At the end of the first quarter, the Company was carrying $23.9 million in Newmont purchased ore inventory and loaded carbon. The Company estimated that there were approximately 9,500 ounces contained in the Jerritt Canyon ore stockpile and approximately 45,000 ounces in the Newmont purchased ore stockpile at the mill at the end of the first quarter.

Cash and cash equivalents were $3.3 million at March 31, 2007 with unsold gold inventory of $0.6 million compared with $0.3 million at December 31, 2006.

Operations Review

First quarter 2007 production from Jerritt Canyon was 28,612 ounces, excluding production from ore and carbon purchased from Newmont of 4,476 ounces and 14,147 ounces, respectively. During the fourth quarter of 2006, Jerritt Canyon started processing loaded carbon under an agreement with Newmont using existing excess capacity in the Jerritt Canyon carbon stripping circuit.

2




Total ore tons processed during the first quarter of 2007 was 210,212, lower than the fourth quarter of 2006 but higher than the first quarter of 2006. Processed ore tonnage and gold production for the first quarter of 2007 were impacted as the Company continued to run the mill at reduced capacity to minimize risk of further mill pinion and bull gear mechanical issues. The grade of Queenstake ore milled was 0.25 ounce of gold per ton (opt), similar to a year ago.  However, the overall grade of all ores processed, including the lower grade ores from Newmont was 0.21 opt. During the first quarter, Jerritt Canyon mined 172,992 total tons, of which 120,160 tons were ore.

A new bull gear was fabricated and shipped from Australia in March 2007 and is expected to arrive on site soon. The bull gear change is scheduled for June 2007 coincident with the annual mill maintenance shutdown. It is planned that the mill will be down for approximately two weeks at the end of June to allow for all maintenance and change-out activities to be completed. During the mill shutdown, the mines will continue to produce at capacity and ore will be stockpiled adjacent to the mill. After the installation of the new bull gear, it is expected that the mill will ramp up its throughput to again operate at 100% capacity or at an annual rate of approximately 1.5 million tons during the latter part of 2007.

The table below summarizes production results for both Jerritt Canyon ore and ore purchased from Newmont.

 

For the three months ended March 31, 2007

 

 

 

Jerritt
Canyon ore

 

Purchased
ore / carbon

 

Total

 

Ore tons processed

 

153,323

 

56,889

 

210,212

 

Ore grade processed (opt)

 

0.24

 

0.09

 

0.21

 

Ore process recovery

 

84.9

%

90.5

%

85.6

%

Gold ounces produced from ore

 

28,612

 

4,476

 

33,088

 

Gold ounces produced from carbon

 

 

14,147

 

14,147

 

Total Gold ounces produced

 

28,612

 

18,623

 

47,235

 

 

 

 

 

 

 

 

 

Cash cost per ounce (in millions of U.S. dollars, except cost per ounce):

 

 

 

 

 

 

 

Mining costs

 

$

8.5

 

$

 

$

8.5

 

Processing costs

 

6.2

 

2.1

 

8.3

 

Ore / carbon purchases

 

 

9.7

 

9.7

 

Other

 

0.6

 

 

0.6

 

 

 

15.3

 

11.8

 

27.1

 

Cash cost per ounce

 

$

535

 

$

636

 

$

575

 

 

Capitalized mine development was 1,159 feet during the first quarter.

Outlook

The Company expects to close the Queenstake-YGC business combination in the second quarter of 2007, subject to shareholder, court and regulatory approvals and other conditions precedent. Following completion of the merger, the new Board of Directors and management of Yukon-Nevada Gold Corporation will determine the production outlook, and exploration and capital investment expenditures, in order to deliver maximum value from the Jerritt Canyon operation and assets.

Queenstake Resources Ltd.’s principal asset is the wholly owned Jerritt Canyon gold operations in Nevada, which has produced over 7.5 million ounces of gold from open pit and underground mines since 1981. Current production at the property is from two underground mines.  The Jerritt Canyon

3




District, which comprises 119 square miles (308 square kilometers) of geologically prospective ground controlled by Queenstake, represents one of the largest contiguous exploration properties in Nevada. In addition, Jerritt Canyon also has one of only three permitted roasting facilities in Nevada.

#    #    #

(1) First quarter 2007 production from Jerritt Canyon was 28,612 ounces, excluding production from ore and carbon purchased from Newmont of 4,476 ounces and 14,147 ounces, respectively. Gold ounces sold are from all sources of production.

(2) Cash operating costs per ounce is a non-GAAP measure intended to complement conventional GAAP reporting. Management believes that cash operating costs per ounce is a useful indicator of a mine’s performance. Please refer to the Company’s Management Discussion and Analysis on file at www.sedar.com and www.sec.gov for further information.

(3) The average grade of ore processed was impacted by the lower grade of ore purchased from Newmont. Refer to the table on page 3 of this news release for a production summary of Jerritt Canyon ore and ore purchased from Newmont.

(4) The Qualified Person for the technical information contained in this news release is Mr. Dorian L. (Dusty) Nicol, President and Chief Executive Officer of Queenstake.

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 law requirements 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 regarding Queenstake’s future plans are forward-looking statements that involve various risks and uncertainties. Such forward-looking statements include, without limitation, (i) projections of future gold production, investments in exploration and capital and operational improvements, (ii) estimates of mill shut down and refurbishment, and (iii) statements relating to the pending business combination of the Company and YGC.  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, risks relating to the completion of the pending business combination with YGC 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.

4




INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006

Unaudited

 

For the three months
ended March 31,

 

(In Thousands of U.S. Dollars, except per share amounts)

 

2007

 

2006

 

 

 

 

 

 

 

Revenues

 

$

30,615

 

$

15,765

 

Costs and expenses

 

 

 

 

 

Cost of sales

 

27,902

 

16,521

 

Depreciation, depletion and amortization

 

4,978

 

3,270

 

Non-hedge derivatives

 

 

183

 

Exploration

 

258

 

200

 

General and administrative

 

1,034

 

1,072

 

Accretion of reclamation and mine closure liability

 

297

 

294

 

Stock-based compensation

 

118

 

76

 

 

 

34,587

 

21,616

 

Loss from operations

 

(3,972

)

(5,851

)

 

 

 

 

 

 

Interest expense

 

1,804

 

63

 

Other income, net

 

(349

)

(248

)

Foreign exchange (gain) loss

 

(1

)

(46

)

Gain on disposal of assets

 

(323

)

 

Write down of assets

 

 

166

 

 

 

1,131

 

(65

)

Net loss

 

$

(5,103

)

$

(5,786

)

 

 

 

 

 

 

Net loss per share - basic and diluted

 

($0.01

)

($0.01

)

 

 

 

 

 

 

Weighted average number of shares outstanding (000’s) - basic and diluted

 

584,401

 

549,782

 

 

INTERIM CONSOLIDATED STATEMENTS OF DEFICIT

UNAUDITED

 

 

 

For the Three Months
Ended March 31,

 

(In Thousands of U.S. Dollars)

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

Deficit, beginning of period

 

$

(103,704

)

$

(82,860

)

Net loss

 

(5,103

)

(5,786

)

Deficit, end of period

 

$

(108,807

)

$

(88,646

)

 

5




INTERIM CONSOLIDATED BALANCE SHEETS
AS AT MARCH 31, 2007 AND DECEMBER 31, 2006

Unaudited
(In Thousands of U.S. Dollars)

 

March 31,
2007

 

December 31,
2006

 

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

3,342

 

$

6,580

 

Trade and other receivables

 

458

 

726

 

Inventories

 

32,928

 

34,196

 

Marketable securities

 

24

 

13

 

Prepaid expenses

 

1,355

 

1,896

 

Total current assets

 

38,107

 

43,411

 

 

 

 

 

 

 

Restricted cash

 

27,291

 

27,035

 

Mineral property, plant and equipment, net

 

48,308

 

51,491

 

Other assets

 

1,191

 

1,254

 

Total assets

 

$

114,897

 

$

123,191

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

41,573

 

$

52,386

 

Note payable

 

7,794

 

 

Other current liabilities

 

1,683

 

3,381

 

Total current liabilities

 

51,050

 

55,767

 

 

 

 

 

 

 

Other long-term obligations

 

1,772

 

1,997

 

Reclamation and mine closure

 

22,903

 

22,606

 

Total liabilities

 

75,725

 

80,370

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Common shares, no par value, unlimited number authorized

 

 

 

 

 

Issued and outstanding 585,171,068 (2006 - 583,706,489)

 

143,710

 

143,442

 

Contributed surplus

 

3,201

 

3,069

 

Warrants

 

618

 

14

 

Equity component of note payable

 

450

 

 

Deficit

 

(108,807

)

(103,704

)

Total shareholders’ equity

 

39,172

 

42,821

 

Total liabilities and shareholders’ equity

 

$

114,897

 

$

123,191

 

 

6




INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006

Unaudited

 

For the three months ended March 31,

 

(In Thousands of U.S. Dollars)

 

2007

 

2006

 

OPERATING ACTIVITIES

 

 

 

 

 

Net loss

 

$

(5,103

)

$

(5,786

)

Non-cash items:

 

 

 

 

 

Depreciation, depletion and amortization

 

4,978

 

3,270

 

Non-cash financing costs

 

886

 

 

Write down of mineral property, plant and equipment

 

 

166

 

Gain on disposal of assets

 

(323

)

 

Fair value adjustment of marketable securities

 

(11

)

 

Amortization of deferred financing costs

 

84

 

 

Accretion of reclamation and mine closure liability

 

297

 

294

 

Accretion of debt portion of loan facility

 

244

 

 

Write down of non-hedge derivatives

 

 

183

 

Stock-based compensation

 

118

 

76

 

Foreign exchange gain

 

(1

)

(46

)

 

 

1,169

 

(1,843

)

Changes in non-cash working capital:

 

 

 

 

 

Inventories

 

1,191

 

(4,816

)

Accounts receivable and prepaid accounts

 

725

 

496

 

Accounts payable and accruals

 

(10,189

)

9,183

 

Deferred revenue

 

(1,070

)

 

Cash provided by (used in) operating activities

 

(8,174

)

3,020

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

Mineral property, plant and equipment expenditures

 

(2,304

)

(8,235

)

Proceeds from sale of assets

 

323

 

 

Restricted cash

 

(256

)

(271

)

Cash used in investing activities

 

(2,237

)

(8,506

)

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

Common shares issued, net of costs

 

 

7

 

Loan proceeds

 

8,000

 

 

Principal payments on capital leases and notes payable

 

(827

)

(995

)

Deferred financing costs

 

 

(278

)

Cash provided by (used in) financing activities

 

7,173

 

(1,266

)

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(3,238

)

(6,752

)

Cash and cash equivalents, beginning of year

 

6,580

 

10,225

 

Cash and cash equivalents, end of year

 

$

3,342

 

$

3,473

 

 

 

 

 

 

 

Cash paid for interest

 

$

537

 

$

63

 

 

7



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