BC FORM 51-102F3
MATERIAL CHANGE REPORT
| 1. | Name and Address of Company |
The full name and address of the principal office in Canada of the Company is:
Veris Gold Corp.
900 – 688 West Hastings Street
Vancouver, B.C. V6B 1P1
| 2. | Date of Material Change |
The date of the material change is December 28, 2012
The date and method(s) of dissemination of the News Release issued under section 7.1 of National Instrument 51-102 is/are as follows:
| Date of Issuance: | December 28, 2012 |
The news release was disseminated via SEDAR to the securities commissions in British Columbia, Alberta and Ontario, to the Toronto Stock Exchange and via wire by CNW.
| 4. | Summary of Material Change |
Veris Gold Corp. (the “Company”) announces re-pricing of warrants.
| 5. | Full Description of Material Change |
The Company announces that Whitebox Advisors LLC (“Whitebox”) has exercised its option to amend the exercise price of the Whitebox Warrants (as defined below) from $3.00 (on a post-consolidated basis) to $1.95 as per terms of the subscription agreement, subject to the approval of the Toronto Stock Exchange. No other provisions of the Whitebox Warrants will be amended and none of the Whitebox Warrants are held directly or indirectly by insiders of the Company. The amendment to the exercise price of the Whitebox Warrants will be effective as of ten trading days from the date of this release.
The Whitebox Warrants were issued pursuant to a subscription agreement between the Company and Whitebox Advisors LLC (“Whitebox”), as part of a private placement completed by the Company (the “Private Placement”), as disclosed in the June 15, 2012 news release, whereby the Company issued an aggregate principal amount of CDN$6,000,000 in unsecured convertible debentures, 201,012 common shares (on a post-consolidated basis) and 2,010,125 common share purchase warrants (the “Whitebox Warrants”) (on a post-consolidated basis) to Whitebox. Each Whitebox Warrant entitles the holder thereof to purchase one common share until June 15, 2015.
| 6. | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
2
No significant facts remain confidential and no information has been omitted in this report.
The name and business telephone number of an executive officer of the Company who is knowledgeable about the material change and the Report or an officer through whom such executive officer may be contacted is as follows:
| Name: | Shaun Heinrichs/Randy Reichert, Co-CEOs |
| Bus. Tel: | (604) 688-9427 |
Dated atVancouver, BC this4th day of January, 2013.
| | /s/ Shaun Heinrichs |
| | Shaun Heinrichs, CFO |
