Exhbit 99.1
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 August 16, 2013
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: August 16, 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. (“Veris” or the “Company”) announces closing of Offering.
| 5. | Full Description of Material Change |
The Company announces it has closed its previously announced offering (the “Offering”) of units (the “Units”) and flow-through units (the “Flow-Through Units”) for aggregate gross proceeds of approximately $8 million.
The Company issued 8,448,382 Units at a price of Cdn$0.52, with each Unit comprised of one common share of the Company (a “Unit Share”) and one half of one common share purchase warrant (each whole warrant, a “Unit Warrant”). Each Unit Warrant has an exercise price of Cdn$0.60 and entitles the holder thereof to acquire one common share of the Company for a period of thirty-six (36) months following the closing of the Offering.
The Company also issued 5,813,100 Flow-Through Units only in Canada at a price of Cdn$0.55, with each Flow-Through Unit comprised of one common share of the Company which qualifies as a “flow-through share” within the meaning of theIncome Tax Act (Canada) (the “Flow-Through Shares”) and one half of one common share purchase warrant (each whole warrant, an “FT Unit Warrant”). Each whole FT Unit Warrant has an exercise price of Cdn$0.65 and entitles the holder thereof to acquire one common share of the Company for a period of thirty-six (36) months following the closing of the Offering.
The Offering was conducted on a best efforts agency basis pursuant to an agency agreement dated August 9, 2013 (the “Agency Agreement”) among the Company and a syndicate of agents (collectively, the “Agents”) led by Secutor Capital Management Corporation and including Global Hunter Securities, LLC. Pursuant to the terms of the Agency Agreement, the Company granted the Agents an over-allotment option to purchase up to 900,980 additional Units and up to 581,310 additional Flow-Through Units, to cover over-allocations, if any, and for market stabilization purposes, such over-allotment option exercisable for a period of 30-days from the closing of the Offering. By notice delivered to the Company, the Agents exercised the over-allotment option in-part for the issuance of an additional 580,210 Flow-Through Units at the closing of the Offering. The Agents subsequently issued notice of exercise of the remainder of the over-allotment option for the issuance of an additional 900,980 Units, the closing of which is expected to take place on August 20, 2013.
The Company intends to use the net proceeds of the Offering to complete the refurbishment of its Jerritt Canyon mill operations, to complete the development of the underground mine facilities at the Saval 4 Gold Mine, fund bonding related to future reclamation obligations, ensure that debt payments are met and for general working capital purposes. Proceeds from the Flow-Through Units will be used for the funding of exploration activities at the Company’s Ketza River property.
The Offering was completed pursuant to a prospectus supplement dated August 9, 2013 to the 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”) and a registration statement on Form F-10 (No. 333-184496), as amended or supplemented, that the Company has filed with the Securities and Exchange Commission (the “SEC”), both of which are effective. Any offer or sale under the over-allotment option will be made only by means of a U.S. prospectus supplement or a Canadian prospectus supplement filed with SEC and the Canadian Securities Authorities. A U.S. prospectus supplement and a Canadian prospectus supplement containing important information relating to these securities has been filed with the SEC and the Canadian Securities Authorities, respectively.
Copies of the prospectus supplements and the accompanying base shelf prospectus relating to these securities are available at www.sedar.com and www.sec.gov or by directing a request in the United States to Global Hunter Securities LLC at777 Third Avenue, 36th Floor, New York, NY, 10017 and outside the United States to Secutor Capital Management Corporation at 1167 Caledonia Road, Toronto, Ontario, M6A 2X1, phone (416) 545-1015, email: pgraham@secutor.ca, Attention: Peter Graham.
| 6. | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
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, CFO
Bus. Tel: (604) 688-9427
Dated atVancouver, BC this 16th day of August, 2013.
| /s/ Shaun Heinrichs | | |
| Shaun Heinrichs, CFO | | |
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