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 June 18, 2013
3. News Release:
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: | June 18, 2013 |
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 election of nine member board at Annual General Meeting.
5. Full Description of Material Change
The Company announces that shareholders approved all resolutions brought before them at the Company’s Annual General Meeting (the “AGM”) held in Vancouver, British Columbia on June 18, 2013.
Election of Directors
Each of the nominees for director of the Company as listed in the Company's 2013 Management Information Circular (available under the Company's profile on SEDAR and on the company's website here:http://www.verisgold.com/s/2013ProxyMaterials.asp) was elected at the AGM. The results of the vote are as follows:
| Proposed Director | Vote type | Voted | Voted (%) |
| Robert F. Baldock | For Withheld Non Votes | 56,799,667 5,784,390 10,357,794 | 90.76 9.24 |
| R. Llee Chapman | For Withheld Non Votes | 58,943,518 3,640,539 10,357,794 | 94.18 5.82 |
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| Proposed Director | Vote type | Voted | Voted (%) |
| Jean Edgar de Trentinian | For Withheld Non Votes | 59,968,270 2,615,787 10,357,794 | 95.82 4.18 |
| Graham C. Dickson | For Withheld Non Votes | 58,927,215 3,656,842 10,357,794 | 94.16 5.84 |
| Barry A. Goodfield | For Withheld Non Votes | 60,931,064 1,652,993 10,357,794 | 97.36 2.64 |
| Francois Marland | For Withheld Non Votes | 59,961,667 2,622,390 10,357,794 | 95.18 4.19 |
| Gerald Ruth | For Withheld Non Votes | 56,382,639 6,201,418 10,357,794 | 90.09 9.91 |
| Jay Schnyder | For Withheld Non Votes | 60,636,312 1,947,745 10,357,794 | 96.89 3.11 |
| Simon Solomonidis | For Withheld Non Votes | 56,440,589 6,143,468 10,357,794 | 90.18 9.82 |
Detailed voting results for all matters considered at the meeting are available on SEDAR atwww.sedar.com.
6. Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
7. Omitted Information
No significant facts remain confidential and no information has been omitted in this report.
8. Executive Officer
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, CFO |
| Bus. Tel: | (604) 688-9427 |
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9. Date of Report
Dated atVancouver, BC this 19th day of June, 2013.
| /s/ Shaun Heinrichs | |
| Shaun Heinrichs, CFO |
