Veris Gold Corp. Announces Unit Offering

VANCOUVER, Dec. 5, 2012 /CNW/ - Veris Gold Corp. (TSX: VG) (OTCQB: YNGFF) (Frankfurt Xetra Exchange: NG6A) (the "Company"). The Company is pleased to announce that it intends to offer up to 11,120,000 units of the Company (the "Units") at a price C$2.25 per Unit (the "Offering Price") representing aggregate gross proceeds of up to C$25,020,000 (the "Offering"). The Offering will be made in each of the Canadian provinces of British Columbia, Alberta and Ontario by way of a prospectus supplement to the Company's short form base shelf prospectus dated October 31, 2012, and in the United States pursuant to a prospectus supplement to the Company's short form base shelf prospectus filed as part of its registration statement on Form F-10 (File # 333-184496) with the United States Securities and Exchange Commission (the "SEC") on October 19, 2012, as amended on November 1, 2012 and effective November 2, 2012, pursuant to the United States Securities Act of 1933, as amended.

Each Unit will be comprised of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant (a "Warrant") will entitle the holder to purchase one common share of the Company for a period of 48 months (subject to early expiry in certain circumstances) following closing of the Offering at an exercise price of C$2.75.

The Company intends to use the net proceeds to complement cash flow from operations in order to (i) fund the development of Starvation Canyon mine at Jerritt Canyon, (ii) fund additional bonding for future reclamation obligations arising from the current years investment into a second tailings facility, (iii) fund exploration in areas with significant near term potential, (iv) fund the completion of re-grading existing rock disposal areas at Jerritt Canyon, the final item remaining under the Consent Decree, and (v) improve working capital and also for general corporate purposes, all of which is detailed in the Prospectus Supplement.

Shaun Heinrichs, Co-CEO and CFO, commented that, "This financing should provide all the financing required for Jerritt Canyon to move the Company towards targeted production rates of 180,000 - 200,000 ounces for 2013 with the addition of Starvation Canyon in Q2 2013, which will be our highest-grade operating mine. A healthy balance sheet will also put us in a stronger bargaining position as we firm up third party ore toll milling arrangements, anticipated to start in Q2, 2013, and allows us to finish the final environmental requirement in the Consent Decree by re-grading the two remaining rock disposal areas at Jerritt Canyon."

The Offering will be conducted on a best efforts agency basis pursuant to an agency agreement to be entered into among the Company and a syndicate of agents co-led by Haywood Securities Inc. and Casimir Capital Ltd., and includes Global Hunter Securities LLC (collectively, the "Agents").  Global Hunter Securities LLC will offer the Units only in the United States.

Closing of the Offering will be subject to certain conditions, including receipt of all necessary regulatory approvals and the approval of the Toronto Stock Exchange.

A preliminary prospectus supplement containing important information relating to these securities has been filed with the securities commissions in British Columbia, Alberta and Ontario and in the United States with the SEC. The preliminary prospectus supplement is still subject to completion or amendment. Copies of the preliminary prospectus supplement and accompanying short form base shelf prospectus are available at www.sedar.com and www.sec.gov or by directing a request to Haywood Securities Inc. at Waterfront Centre, 200 Burrard Street, Suite 700, Vancouver, B.C. V6C 3L6, telephone (604) 697-7126, Email: ecm@haywood.com, Attn: Michelle Jankovich.

Before you invest, you should read the prospectus supplement and accompanying short form base shelf prospectus, the registration statement, and the other documents that the Company has filed with the SEC at www.sec.gov and with the applicable Canadian Securities Administrators at www.sedar.com for more complete information about the Company and this Offering.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the preliminary prospectus supplement, the short form base shelf prospectus or the registration statement.

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 asset is the permitted and operating Jerritt Canyon gold mine located 50 miles north of Elko, Nevada, USA. The Company also holds a diverse portfolio of precious metals properties in British Columbia and the Yukon Territory, Canada, including the former producing Ketza River mine. The Company's focus has been on the re-development of the Jerritt Canyon mining and milling facility.

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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.

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 and the Company's use of proceeds from the sale of the Units 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 need to satisfy regulatory and legal requirements with respect to Offering; gold price volatility; discrepancies between actual and estimated production and mineral reserves and mineral resources; the speculative nature of gold exploration; mining operational and development risk; and regulatory risks. See the Company's 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.