Toronto Stock Exchange: VG
VANCOUVER, May 15, 2013 /PRNewswire/ - Veris Gold Corp. ("Veris" or the "Company") (TSX: VG) (OTCQB: YNGFF) (Frankfurt Xetra Exchange: NG6A), announces amendments to its previously announced eight-month senior unsecured promissory note (the "Amended Note") with 683 Capital Partners, LP (the "Lender") with a principal sum of US$10,000,000 (the "Principal"). The promissory note transaction was previously announced on April 12, 2013.
The Amended Note provides that from and after the Maturity Date or at the election of the Lender after an Event of Default (as defined in the Note), the Principal may be converted, in minimum increments of $500,000 and no more than 20% of the original principal of the Amended Note in any one 30-day period, into common shares of the Company (the "Conversion") based on a conversion price equal to the greater of (a) US$0.50 (the "Floor Price"), provided that if the US$0.50 Floor Price would cause the Lender's ownership interest in the Company to be greater than 19.9% of the Company's issued and outstanding common shares, the Floor Price shall be the price that would cause the Lender's ownership interest in the Company to be equal to 19.9% of the Company issued and outstanding common shares; and (b) the Market Price (as defined in the TSX Company Manual) of the Company's common share discounted by 10% per share. The ability of the Lender to exercise its option to convert the Principal into common shares remains subject to TSX approval at the time of the Conversion.
In addition, if certain debt restructuring pre-conditions are not met prior to June 30, 2013, the Company will issue to the Lender an additional 500,000 common share purchase warrants with an exercise price of US$1.80 and an expiry date of April 12, 2018.
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 mill 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 milling facility. The Company also holds a portfolio of precious metals properties in British Columbia and the Yukon Territory, Canada, including the former producing Ketza River mine.
On behalf of
"VERIS GOLD CORP."
| François Marland
| Shaun Heinrichs
Chief Financial Officer &
Interim Chief Executive Officer
| R. Llee Chapman
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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 Securities 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 securities laws.
SOURCE Veris Gold Corp.