Veris Gold Corp. Announces Public Offering
Toronto Stock Exchange: VG
VANCOUVER, Nov. 18, 2013 /PRNewswire/ - Veris Gold Corp. ("Veris" or the "Company") (TSX: VG) (OTCQB: YNGFF) (Frankfurt Xetra Exchange: NG6A) is pleased to announce a marketed public offering of units (the "Units") and flow-through units (the "Flow-Through Units"). The offering of the Units and the Flow-Through Units is referred to herein as the "Offering."
Each Unit, at a price of $0.475 per Unit, will be comprised of one common share of the Company (a "Unit Share") and one-quarter of one common share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant shall entitle the holder thereof to acquire one common share of the Company (a "Warrant Share") at an exercise price of $0.60 for the 36 months following the issuance of the Warrant.
Each Flow-Through Unit, at a price of $0.525 per Flow-Through Unit, will be comprised of one common share of the Company, which qualifies as a "flow-through share" within the meaning of the Income Tax Act (Canada) (the "Flow-Through Shares") and one-quarter of one Warrant (each whole warrant, a "FT Warrant"). Each whole FT Warrant shall entitle the holder thereof to acquire one common share of the Company (a "FT Warrant Share") at an exercise price of $0.60 for the 36 months following the issuance of the FT Warrant. (The exercise price of $0.6025 reflected in the preliminary prospectus supplement will be amended to $0.60 in the final prospectus supplement.)
The Offering will be conducted on a best efforts agency basis pursuant to an agency agreement to be entered into among the Company and a syndicate of agents led by Secutor Capital Management Corporation (collectively, the "Agents"). The Company expects to close the Offering by November 27, 2013.
The Company intends to use the net proceeds of the Offering to (a) make payments under the forward gold purchase agreement to which the Company is a party, (b) upgrade and refurbish the dry mill equipment at its Jerritt Canyon mill operations, (c) complete the development of the underground mine facilities at the Saval 4 property, (d) fund exploration activities at the Company's Ketza River property from the net proceeds from the sale of Flow-Through Units, (e) fund bonding related to future reclamation obligations, and (f) fund general working capital.
The Company will apply to list the Unit Shares, the Flow-Through Shares, the Warrant Shares and the FT Warrant Shares issuable on exercise of the Warrants and FT Warrants on the Toronto Stock Exchange (the "TSX"). Listing will be subject to satisfying all of the requirements of the TSX. As this Offering is subject to market conditions, there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.
The Offering will be made pursuant to a short form base shelf prospectus dated October 31, 2012 that the Company has filed with the security regulatory authorities in each of the provinces of British Columbia, Alberta and Ontario (the "Canadian Securities Authorities"). A preliminary prospectus supplement containing important information relating to these securities has been filed with the Canadian Securities Authorities on November 15, 2013. The preliminary prospectus supplement is still subject to completion and amendment. A final prospectus supplement relating to the Offering will be filed with the Canadian Securities Authorities.
Copies of the preliminary prospectus supplement and, when available, the final prospectus supplement and the accompanying base shelf prospectus relating to these securities are available at www.sedar.com or by directing a request to Secutor Capital Management Corporation at 1167 Caledonia Road, Toronto, Ontario, M6A 2X1, phone (416) 545-1015, email: firstname.lastname@example.org, Attention: Peter Graham.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the preliminary prospectus supplements, the short form base shelf prospectus or the registration statement.
About Veris Gold Corp.
Veris Gold Corp. is a growing mid-tier North American gold producer in the business of developing and operating gold mines in geo-politically stable jurisdictions. The Company's primary assets are the permitted and operating Jerritt Canyon processing plant and gold mines located 50 miles north of Elko, Nevada, USA. The Company's primary focus is on the re-development of the Jerritt Canyon mining and processing plant. The Company also holds a portfolio of precious metals properties in British Columbia and the Yukon Territory, Canada, including the Ketza River Property.
On behalf of
"VERIS GOLD CORP."
President and CEO
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The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. All material information may be accessed at www.sedar.com.
Forward-Looking Statements This press release contains "forward-looking statements" and "forward
looking information" within the meaning of applicable securities laws.
All statements, other than statements of historical fact, including
without limitation, statements relating to plans for or intentions with
respect to the offering of Securities and the Company's use of proceeds
from the sale of the Units and Flow-Through Units are forward-looking
statements. Generally, these forward-looking statements can be
identified by the use of forward-looking terminology such as "plans",
"expects" or "does not expect", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases or
state that certain actions, events or results "may", "could", "would",
"might" or "will be taken", "occur" or "be achieved". By their nature,
forward-looking statements and information are based on assumptions and
involve known and unknown risks, uncertainties and other factors that
may cause our actual results, performance or achievements, or industry
results, to be materially different from future results, performance or
achievements expressed or implied by such forward-looking information.
Such risks, uncertainties and other factors include among other things
the following: the Company's ability to engage underwriters, dealers or
agents on terms and conditions deemed reasonable by the Company; the
need to satisfy regulatory and legal requirements with respect to any
offerings; gold price volatility; discrepancies between actual and
estimated production and mineral reserves and resources; the
speculative nature of gold exploration; mining operational and
development risk; and regulatory risks. See our Annual Information Form
for additional information on risks, uncertainties and other related
factors. Although the Company has attempted to identify important
factors that could cause actual results to differ materially from those
contained in forward-looking statements, there may be other factors
that cause results not to be as anticipated, estimated or intended.
There can be no assurance that such 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
does not undertake to update any forward-looking statements that are
incorporated by reference herein, except in accordance with applicable
SOURCE Veris Gold Corp.