Yukon Nevada Gold Corp T.YNG

Shareholders Rights Plan Agreement

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Yukon-Nevada Gold Corp. approves Shareholders Rights Plan Agreement

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VANCOUVER, Oct. 4, 2011 /PRNewswire/ - Yukon-Nevada Gold Corp. (TSX: YNG) (Frankfurt Xetra Exchange: NG6) (the "Company") announces, subject to acceptance by the applicable
securities regulatory authorities and further subject to ratification
by the shareholders of the Company, that the Company has entered into a
Shareholder Rights Plan Agreement (the "Agreement") made as of October
3, 2011, with Computershare Trust Company of Canada for a term of three
years.


The objective of the Board of Directors in adopting this Plan is to
achieve full and fair value for the Company's shareholders in the event
of an unsolicited take-over bid for the Company. The Plan is intended
to give the Board of Directors and the shareholders of the Company a
reasonable amount of time to fully consider a bid if one is made, and
to protect the shareholders from unfair, abusive or coercive take-over
strategies. By virtue of the Plan's implementation, anyone seeking to
obtain control of the Company will be encouraged to negotiate with the
Board of Directors prior to attempting a take-over, or to proceed by
way of a "Permitted Bid". Current Canadian legislation permits a
hostile bid to be made in as little as 35 days, giving insufficient
time for value-creating strategies to be implemented or competing bids
to be made, whereas the Plan as proposed would extend this time
available to up to 60 days. The Company is not aware of any pending or
threatened take-over bid for the Company.


Under the Plan, the Company has issued one Right for no consideration in
respect of each outstanding common share of the Company to all holders
of record of common shares at 12:01 a.m., Pacific time, on October 3,
2011. Hereafter, each common share issued by the Company during the
term of the Plan will have one Right attached to it. The Rights will
trade together with the common shares of the Company and will be
represented by the certificates representing the common shares of the
Company. The term of the Plan is three years unless the rights are
earlier redeemed or exchanged.


The Rights are attached to the common shares and cannot be exercised
until eight trading days after a triggering event has taken place. A
triggering event is one of the following: (i) an Acquiring Person, as
defined in the Plan, acquires 20% or more of the common shares of the
Company; or (ii) an Acquiring Person announces his intention to make a
take-over bid that would result in the person owning 20% or more of the
outstanding common shares of the Company. Upon such a triggering event
occurring, each Right would separate from the common share and
thereafter entitle the holder to purchase common shares at a 50%
discount to the market price, up to the amount of the $25 exercise
price of the Right.


The Rights will not be separated from the shares if the Acquiring Person
makes a Permitted Bid, defined in the Plan to mean a bid made pursuant
to a take-over bid circular to all shareholders of the Company, which
has a minimum deposit period of at least 60 days and pursuant to which
not less than 50% of the common shares, other than those held by the
Acquiring Person, are deposited and not withdrawn. The Permitted Bid
concept is intended to provide protection to the Company and its
shareholders while permitting shareholder democracy to operate by
extending the time for deposit to ensure due consideration of the bid
and allowing the bid to proceed if a majority of the shareholders
tender their shares.


The Agreement exempts "soft lock-up agreements", provides a modest limit
on break fees and exempts money managers and fund managers who are not
making a take-over bid.


Yukon-Nevada Gold Corp. is a North American gold producer in the
business of discovering, developing and operating gold deposits. The
Company holds a diverse portfolio of gold, silver, zinc and copper
properties in the Yukon Territory and British Columbia in Canada and in
Nevada in the United States. The Company's focus has been on the
acquisition and development of late stage development and operating
properties with gold as the primary target. Continued growth will occur
by increasing or initiating production from the Company's existing
properties.


If you would like to receive press releases via email please contact [e-mail] and specify "Yukon-Nevada Gold Corp. releases" in the subject line.


The TSX has not reviewed and does not accept responsibility for the
adequacy or accuracy of this release.


WARNING: The Company relies upon litigation protection for
"forward-looking" statements.


This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities in the United States. The
securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act")
or any state securities laws and may not be offered or sold within the
United States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.




SOURCE Yukon-Nevada Gold Corp.



For further information:

Yukon-Nevada Gold Corp.<br/> Richard Moritz <br/> Senior Director, Institutional Investor Relations<br/> Tel: [phone]<br/> Email: [e-mail]

Nicole Sanches<br/> Investor Relations Manager<br/> Tel: [phone] ext 224<br/> Email: [e-mail]<br/> www.yukon-nevadagold.com

CHF Investor Relations<br/> Jeanny So<br/> Director of Operations<br/> Tel: [phone] ext. 225<br/> Email: [e-mail]<br/> www.chfir.com

AXINO AG<br/> Wolfgang Seybold<br/> Chairman Tel: [phone]<br/> Email: [e-mail]<br/> www.axino.de/

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