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Message: Yukon Nevada announces issuance of inducement warrants

Yukon Nevada announces issuance of inducement warrants

posted on Sep 29, 2009 10:30PM

Yukon-Nevada Gold Corp. announces issuance of inducement warrants

	    VANCOUVER, Sept. 29 /CNW/ - Yukon-Nevada Gold Corp. (Toronto Stock
Exchange: YNG; Frankfurt Xetra Exchange: NG6) Robert F. Baldock, the President
of Yukon-Nevada Gold Corp. (the "Company"), announces the Company proposes to
raise additional working capital by inducing the subscribers to its private
placement which closed in two tranches in August 2009 to exercise, well before
their expiry date, up to an aggregate of 41,050,000 warrants (the "Existing
Warrants"). The Existing Warrants have an expiry date of February 6 and 31,
2011 and have an exercise price of $0.125 per share. If a participant elects
to exercise an Existing Warrant, the Company would issue to that participant
an inducement warrant (the "Inducement Warrant"), in the same number of shares
as the Existing Warrant exercised by the participant. The Inducement Warrant
would be exercisable at a price of $0.128 per share on or before 30 months
from the date of grant. The participants only have until September 30, 2009 to
exercise Existing Warrants in order to qualify for Inducement Warrants. In
accordance with Section 604(d) of the TSX Company Manual, one condition for
the acceptance of the transaction by the TSX is that the Company obtain
disinterested shareholder approval of the issuance of the Inducement Warrants,
which will be acquired by written consents. Votes attaching to the shares held
by holders of the Existing Warrants will not be included for the purposes of
obtaining such shareholder approval. Up to 41,050,000 Inducement Warrants will
be issued which represents 10.97% of the Company's current issued and
outstanding share capital. Based on discussions with holders of Existing
Warrants only 10,000,000 Inducements Warrants will be issued.
	    109,915,205 shares will be excluded from the vote, representing the total
shares held by the holders of Existing Warrants.
	    Closing of the above transaction is subject to acceptance by
disinterested shareholders of the Company and the TSX.
	    One insider, Sprott Asset Management Inc. as portfolio manager for
various funds (collectively, "Sprott"), which hold an aggregate of 53,475,062
shares of the Company, will be entitled to participate in the issuance of
Inducement Warrants. Upon exercise of its 10,000,000 Existing Warrants, Sprott
will hold an aggregate of 63,475,062 common shares, 10,000,000 Inducement
Warrants and 555,000 warrants (the "Warrants"). The maximum number of Shares
to be issued to Sprott upon exercise of the Inducement Warrants, would be
10,000,000 Shares, being 2.67% of the Company's current issued and outstanding
Shares or 2.60% of the Company's then issued share capital. Upon completion of
the exercise of its Existing Warrants, Sprott would then hold, including
currently held Shares, 16.09% of the Company's issued share capital. Upon
exercise of the Inducement Warrants and the Warrants, Sprott would then hold
74,030,062 shares, being 18.76% of the Company's then issued and outstanding
share capital.
	    In accordance with securities legislation currently in effect, the
Inducement Warrants and the Inducement Warrant Shares will be subject to "hold
period" of four months plus one day from the date of issuance of the aforesaid
securities.

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