Yukon-Nevada Gold Corp. - Exhibit 99.1 - Filed by newsfilecorp.com
NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS
To be held on October 2, 2012
and
MANAGEMENT INFORMATION CIRCULAR
August 30, 2012
Yukon-Nevada Gold Corp.
900-688 West Hastings Street
Vancouver, B.C. V6B 1P1 Canada
Tel. : (604) 688-9427
Fax.: (604)
688-9426
E-mail: nicole@yngc.ca
Website: www.yukon-nevadagold.com
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Special General Meeting of
Yukon-Nevada Gold Corp. (the “Company”) will be held at 800, 688 West
Hastings Street, Vancouver, BC, V6B 1P1, on Tuesday, October 2, 2012 at
10:00 a.m. (local time) for the following purposes:
| 1. |
To approve, by special resolution of the shareholders of
the Company, the consolidation of all the issued and outstanding common
shares of the Company on the basis of ten (10) old common shares for one
(1) new common share, and further authorizing the directors in their sole
discretion when and if to effect the consolidation, in each case without
requirement for further approval, ratification or confirmation by
shareholders, as more particularly described in the accompanying
Information Circular |
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| 2. |
To approve, with or without amendment, the following
Special Resolutions: |
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a. |
the name of the Company be changed from “Yukon-Nevada
Gold Corp.” to “Veris Gold Corp.”; and |
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b. |
the Notice of Articles of the Company be altered to
reflect the change of name of the Company, so that it shall be in the form
as filed with the Registrar of Companies; |
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| 3. |
To grant the proxyholder authority to vote at his/her
discretion on any other business or amendment or variation to the previous
resolutions; and |
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| 4. |
To transact such further or other business as may
properly come before the meeting and any adjournment(s)
thereof. |
The accompanying Information Circular provides additional
information relating to the matters to be dealt with at the Meeting and is
deemed to form part of this Notice. Copies of any documents to be considered,
approved, ratified and adopted or authorized at the Meeting will be available
for inspection at the registered and records office of the Company at 1040-999
West Hastings Street, Vancouver, B.C. V6C 2W2, during normal business hours up
to October 2, 2012 being the date of the Meeting, and at the Meeting.
The directors of the Company fixed the close of business on
August 28, 2012 as the record date for determining holders of common
shares who are entitled to vote at the Meeting.
A shareholder entitled to attend and vote at the Meeting is
entitled to appoint a proxy to attend and vote in his stead. If you are unable
to attend the Meeting in person, please complete, sign and date the enclosed
Form of Proxy and return the same in the enclosed return envelope provided for
that purpose within the time and to the location in accordance with the
instructions set out in the Form of Proxy and Information Circular accompanying
this Notice.
Please advise the Company of any change in your address.
DATED at Vancouver, B.C. this 28th day of August,
2012.
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BY ORDER OF THE BOARD |
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Yukon-Nevada Gold Corp. |
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“Shaun Heinrichs” |
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Shaun Heinrichs, Co-Chief Executive Officer
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This Information Circular is furnished in connection with the
solicitation of proxies by the management of Yukon-Nevada Gold Corp. (the
“Company”), at the time and place and for the purposes set forth in the Notice
of Meeting.
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Note: |
The term “shareholder” as defined in the Business
Corporations Act S.B.C. 2002, c.57 (the “Act”), except in section 385,
means a person whose name is entered in a securities register of a company
as a registered owner of a share of the company or, until such an entry is
made for the company: |
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(a) |
in the case of a company incorporated before the coming
into force of the Act, a subscriber, or |
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(b) |
in the case of a company incorporated under the Act, an
incorporator. |
It is expected that the solicitation will be primarily by mail.
Proxies may also be solicited personally or by telephone by directors, officers
or employees of the Company at nominal cost.
APPOINTMENT OF PROXYHOLDER AND REVOCATION OF PROXIES
A duly completed form of proxy will constitute the person(s)
named in the enclosed form of proxy as the proxyholder for the shareholder (the
“Registered Shareholder”).
The persons named in the accompanying Form of Proxy are
nominees of the Company's management. A Registered Shareholder desiring to
appoint some other person (who need not be a shareholder) to represent him at
the meeting may do so either by:
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STRIKING OUT THE PRINTED NAMES AND INSERTING THE DESIRED
PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY;
OR |
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BY COMPLETING ANOTHER PROPER FORM OF
PROXY. |
In such event, the shareholder should notify the nominee of the
appointment, obtain the nominee’s consent to act as proxy and provide
instructions on how the shareholder’s shares are to be voted. The nominee should
bring personal identification to the meeting. The completed proxy must be
deposited at the office of Computershare Trust Company, 2nd Floor,
510 Burrard Street, Vancouver, B.C. V6C 3B9 not less than 48 hours (excluding
Saturdays, Sundays, and holidays) before the time fixed for the meeting. The
Chair of the Meeting may waive the proxy cutoff without notice.
A shareholder who has given a proxy may revoke it by an
instrument in writing delivered to the office of Computershare Trust Company,
Corporate Trust Department, or to the registered office of the Company, 1040-999
West Hastings Street, Vancouver, B.C. V6C 2W2, at any time up to and including
the last business day preceding the day of the meeting, or any adjournment
thereof, or to the Chairman of the meeting or any adjournment thereof, or in any
other manner provided by law.
VOTING OF PROXIES
If the instructions as to voting indicated in the proxy are
certain, the shares represented by the proxy will be voted on any poll and where
a choice with respect to any matter to be acted upon has been specified in the
proxy, the shares will be voted on any poll in accordance with the
specifications so made. IF A CHOICE IS NOT SO SPECIFIED, IT IS INTENDED THAT THE
PERSON DESIGNATED BY MANAGEMENT IN THE ACCOMPANYING FORM OF PROXY WILL VOTE THE
SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED ON THE FORM
OF PROXY.
YOUR VOTE IS IMPORTANT. VOTE YOUR SHARES TODAY.
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The form of proxy accompanying this Information Circular
confers discretionary authority upon the named proxyholder with respect to
amendments or variations to the matters identified in the accompanying Notice of
Meeting and with respect to any other matters which may properly come before the
meeting. As of the date of this Information Circular, the management of the
Company knows of no such amendment or variation or matters to come before the
meeting other than those referred to in the accompanying Notice of Meeting.
NON-REGISTERED HOLDERS
Only Registered Shareholders or duly appointed proxyholders
are permitted to vote at the Meeting.
Most shareholders of the Company are “non-registered”
shareholders because the Shares they own are not registered in their own names
but are instead registered in the name of the brokerage firm, bank or trust
company through which they purchased the Shares. More particularly, a person
is not a Registered Shareholder in respect of Shares which are held on behalf of
that person (the “Non-Registered Holder”) but which are registered either: (a)
in the name of an intermediary (an “Intermediary”) that the Non-Registered
Holder deals with in respect of the Shares (Intermediaries include, among
others, banks, trust companies, securities dealers or brokers and trustees of
administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or
(b) in the name of a clearing agency (such as The Canadian Depository for
Securities Limited (“CDS”)), of which the Intermediary is a participant.
Non-Registered Holders who have not objected to their
Intermediary disclosing certain ownership information about themselves to the
Company are referred to as “NOBOs”. Those Non-Registered Holders who have
objected to their Intermediary disclosing ownership information about themselves
to the Company are referred to as “OBOs”.
In accordance with the requirements of National Policy 54-101,
Communication with Beneficial Owners of Securities of a Reporting Issuer,
of the Canadian Securities Administrators, the Company has elected to send the
notice of meeting, this information circular and proxy (collectively the
“Meeting Materials”) directly to the NOBOs, and indirectly through
Intermediaries to the OBOs.
The Intermediaries (or their service companies) are responsible
for forwarding the Meeting Materials to each OBO, unless the OBO has waived the
right to receive them.
Meeting Materials sent to Non-Registered Holders who have not
waived the right to receive Meeting Materials are accompanied by a request for
voting instructions (a “VIF”). This form is instead of a proxy. By returning the
VIF in accordance with the instructions noted on it a Non-Registered Holder is
able to instruct the Registered Shareholder how to vote on behalf of the
Non-Registered Shareholder. VIFs, whether provided by the Company or by an
Intermediary, should be completed and returned in accordance with the specific
instructions noted on the VIF.
In either case, the purpose of this procedure is to permit
Non-Registered Holders to direct the voting of the Shares which they
beneficially own. A Non-Registered Holder who receives a VIF cannot use the
voting instruction form to vote shares directly at the Meeting. In order for a
non-registered shareholder to vote his or her shares at the Meeting, the
non-registered shareholder must write his or her name in the space provided on
the VIF or using the internet and otherwise follow the instructions on the VIF.
Alternatively, the non-registered shareholder can appoint another person (who
does not have to be a shareholder) as his or her proxyholder to be vote his or
her shares at the Meeting by writing the name of such person in the space
provided on the voting instruction form or internet and otherwise follow the
instructions on the voting instruction form. Your proxy appointment must be
received prior to the proxy cut off date.
YOUR VOTE IS IMPORTANT. VOTE YOUR SHARES TODAY.
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INTEREST OF CERTAIN PERSONS OR COMPANIES
IN MATTERS TO BE
ACTED UPON
Other than as disclosed elsewhere herein, none of the following
persons has any material interest, direct or indirect, by way of beneficial
ownership of securities or otherwise, in any matter to be acted upon:
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any director or executive officer of the Company at any
time since the commencement of the Company's last completed financial
year; and |
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any associate or affiliate of any of the foregoing
persons. |
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company is authorized to issue an unlimited number of
common shares without par value (the "Common Shares"), of which 996,801,669
Common Shares are issued and outstanding.
Only the holders of Common Shares are entitled to vote at the
Meeting and the holders of Common Shares are entitled to one vote for each
Common Share held. The Company’s directors fixed August 28, 2012 as the
record date for the determination of the shareholders entitled to vote at the
Special Meeting.
To the knowledge of the directors and senior officers of the
Company, no person beneficially owns or controls or directs, directly or
indirectly voting securities carrying more than 10% of the voting rights
attached to any class of voting securities of the Company, other than as set out
below:
Name |
No. of Shares |
Percentage of Issued
and Outstanding |
| Jean-Edgar de Trentinian |
190,640,500(1) |
19.1% |
| Sprott Asset Management (as Portfolio Manager) |
118,727,834(2) |
11.9% |
| Deutsche Bank |
113,488,372 (2) |
11.4% |
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189,480,500 of these shares are registered in the name of
Orifer s.a., a private company controlled by Jean-Edgar de Trentinian, a
director of the Company. |
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As at August 21, 2012. |
PARTICULARS OF THE MATTERS TO BE ACTED UPON
Alteration of Share Capital and Name Change
At the Meeting the shareholders will be asked to consider, and
the directors recommend the shareholders approve, a special resolution
authorizing the directors of the Company to institute a consolidation of the
Company’s shares and to change the Company’s name. Management of the Company is
of the view that a consolidation of the Company’s share capital will increase
the equity capital financing opportunities available to the Company. In
addition, a higher share price will satisfy one of the quantitative criteria for
listing on the NYSE MKT Exchange, and it is management’s intention to seek such
a listing.
At the Meeting, shareholders will be asked to consider and, if
thought fit, to pass, with or without amendments, the following special
resolution:
“BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
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1. |
the Company’s authorized share capital be altered by
consolidating all its common shares without par value of which 996,801,669
shares are issued and outstanding, to 99,680,166 shares issued
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YOUR VOTE IS IMPORTANT. VOTE YOUR SHARES TODAY.
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outstanding, every ten (10) of such shares without par
value being consolidated into one (1) share without par value; |
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2. |
any fractional shares of the Company arising from the
consolidation be rounded down to the nearest whole share of the
Company; |
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3. |
the name of the Company be changed from “Yukon-Nevada
Gold Corp.” to “Veris Gold Corp.”; |
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4. |
the Notice of Articles of the Company be altered to
reflect the change of name of the Company, so that it shall be in the form
as filed with the British Columbia Registrar of Companies. |
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the directors of the Company, in their sole and complete
discretion, may act upon these resolutions to effect the consolidation and
name change or if deemed appropriate and without any further approval from
the shareholders of the Company, may choose not to act upon these
resolutions notwithstanding shareholder approval of the consolidation and
name change; and |
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any one director or senior officer of the Company is
authorized and directed on behalf of the Company to take all necessary
steps and proceedings and to execute, deliver and file any and all
declarations, agreements, documents and other instruments and do all such
other acts and things as may be necessary or desirable to give effect to
these resolutions. |
In accordance with the Company’s Articles, in order to pass the
special resolutions, at least two-thirds of the votes cast at the Meeting must
be voted in favour of the resolution.
If shareholders pass the resolution, the consolidation and name
change will take effect on a date to be coordinated with the Toronto Stock
Exchange and announced in advance by the Company.
Other than as set out above, it is not known that any other
matters will come before the meeting other than as set forth above and in the
Notice of Meeting accompanying this Information Circular, but if such should
occur the persons named in the accompanying Form of Proxy intend to vote on them
in accordance with their best judgement, exercising discretionary authority with
respect to amendments or variations of matters identified in the Notice of
Meeting and other matters which may properly come before the meeting or any
adjournment thereof.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
Since the commencement of the Company's last completed
financial year, other than as disclosed elsewhere herein, no informed person of
the Company, any proposed director of the Company or any associate or affiliate
of any informed person or proposed director has any material interest, direct or
indirect, in any transaction or in any proposed transaction which has materially
affected or would materially affect the Company. The term “informed person” as
defined in National Instrument 51-102, Continuous Disclosure Obligations,
means
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a director or executive officer of a reporting
issuer; |
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a director or executive officer of a person or company
that is itself an informed person or subsidiary of a reporting
issuer; |
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any person or company who beneficially owns, directly or
indirectly, voting securities of a reporting issuer or who exercises
control or direction over voting securities of a reporting issuer or a
combination of both carrying more than 10 percent of the voting rights
attached to all outstanding voting securities of the reporting issuer
other than voting securities held by the person or company as underwriter
in the course of a distribution; and |
YOUR VOTE IS IMPORTANT. VOTE YOUR SHARES TODAY.
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| (d) |
a reporting issuer that has purchased, redeemed or
otherwise acquired any of its securities, for so long as it holds any of
its securities. |
Except as set forth herein, there are no material transactions
in which “informed persons” have an interest.
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
It is not known that any other matters will come before the
meeting other than as set forth above and in the Notice of Meeting accompanying
this Information Circular, but if such should occur the persons named in the
accompanying Form of Proxy intend to vote on them in accordance with their best
judgement, exercising discretionary authority with respect to amendments or
variations of matters identified in the Notice of Meeting and other matters
which may properly come before the meeting or any adjournment thereof.
ADDITIONAL INFORMATION
Additional information concerning the Company is available on
SEDAR at www.sedar.com or the Company’s
website at www.yukon-nevadagold.com.
BOARD APPROVAL
The contents of this Information Circular and the sending
thereof to shareholders entitled to receive notice of the Meeting, to each
director, to the auditors of the Company and to the appropriate governmental
agencies, have been approved in substance by the Company’s directors pursuant to
resolutions passed as of August 28, 2012.
CERTIFICATE
The foregoing contains no untrue statement of a material fact
and does not omit to state a material fact that is required to be stated or that
is necessary to make a statement not misleading in the light of the
circumstances in which it was made.
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BY ORDER OF THE BOARD |
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YUKON-NEVADA GOLD CORP. |
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“Shaun Heinrichs” |
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Shaun Heinrichs, Co-Chief Executive Officer
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YOUR VOTE IS IMPORTANT. VOTE YOUR SHARES TODAY.
