VANCOUVER, Nov. 18 /CNW/ - Yukon-Nevada Gold Corp. (Toronto Stock Exchange: YNG; Frankfurt Xetra Exchange: NG6) reports in order to raise the necessary working capital to restart the operations at Jerritt Canyon, complete the remaining consent decree environmental obligations, recommence permitting at Ketza River, and build sustainable long term production the Board of Directors have offered inducement warrants to several groups of warrant holders. Glass, Lewis and Co., a leading provider of proxy research and voting recommendations to institutional investors, has formally recommended to their subscribers that Yukon-Nevada Gold Corp.'s shareholders approve the proposed Inducement Warrants due on November 20, 2009.
The process of approval by the regulators and shareholders is challenging and has been complicated by the Toronto Stock Exchange ("TSX") requirements that have changed part way through the process. In order to clarify the current position of the Company and ensure that shareholders fully understand the resolution that is being voted on, the following is a description of the process the Company has undertaken:
1. On September 30, 2009 the Company proposed to raise additional
working capital through the issuance of inducement warrants to
holders of the warrants expiring February 6 and 28, 2011. Conditional
approval of this transaction had been provided by the TSX subject to
the Company obtaining disinterested shareholder approval through
written consent. The Company undertook to complete that approval
process and the warrant holders committed to exercising their
warrants on good faith to ensure the Company was able to meet its
operational requirements in the coming months.
2. Subsequent to that, on October 14, 2009, the Company announced a
second offering of inducement warrants to be issued to holders of the
warrants expiring December 19, 2009 and June 19, 2010. In conjunction
with that one shareholder, Orifer S.A. ("Orifer") advanced the
Company C$2.5 million to assist in the start up costs of the
operations and provide funding to begin work on meeting the
environmental compliance requirements set in the Consent Decree. This
offering was similarly given conditional approval by the TSX,
requiring that the Company obtain disinterested shareholder approval
through written consent. The Company undertook this process and also
received the advance as committed to by Orifer to restart the
operations at Jerritt Canyon. The Company also began work on several
major projects on the basis that it would be able to proceed with the
offering on a timely basis and obtain the support of its
3. Part way through the process, the TSX ruling was amended and on
October 20, 2009 the Company was informed that the TSX had decided to
combine the two separate offerings into one offering that would
require disinterested shareholder approval, again through written
consent. Therefore requiring the company to commence the process
again. The deadline for completing this process in order to ensure
price protection on both offerings continued to be restricted based
on six weeks from the announcement of the second offering.
4. During this period, despite the uncertainty with respect to the
outcome, the Company continued to receive commitments from the
majority of the warrant holders that they would continue with the
process of completing the exercise their warrants in order to ensure
the operations of the Company were well capitalized and able to meet
the many legal and environmental commitments arising from the
shutdown in 2008 and the Consent Decree signed in October of 2009.
Without this support, the Company would not have been able to operate
as the suppliers required full payment on previous balances owing and
were unable to offer credit terms to the Company. Certain
shareholders have requested additional time to prepare the
documentation and transfer the funds and thus the Company has also
extended the deadline for exercise by one week. It has only been
through the efforts of management and their employees, with the
financial support of these major shareholders, that the Company has
survived through this extended period of shutdown during which the
capital markets experienced the tightest credit conditions since the
5. The Company is now calling on the entire shareholder base to provide
their support for this transaction and enable this core group of
shareholders to receive these inducement warrants for investing
further capital into the Company during a period where the capital is
needed to continue to service legal, environmental, and operational
requirements until the operations at Jerritt Canyon have returned to
a normalized state and can begin to see the results of the
significant improvements that have been put in place.
The Board of Directors of the Company strongly urge Shareholders to vote FOR the proposed transaction today by submitting their vote prior to the November 20th deadline. Shareholders who have questions or require assistance voting their shares should contact the Company's proxy solicitor, Laurel Hill Advisory Group, toll-free at 1-800-994-5189 or visit the Company's website here: http://www.yukon-nevadagold.com/s/Warrants.asp
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 Arizona and 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.
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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 Veris Gold Corp.
For further information: For further information: Yukon-Nevada Gold Corp.: Nicole Sanches, Investor Relations Manager, Tel: (604) 688-9427 ext 224, Email: email@example.com, www.yukon-nevadagold.com; CHF Investor Relations: Jeanny So, Director of Operations, Tel: (416) 868-1079 ext. 225, Email: firstname.lastname@example.org, www.chfir.com