REPORT PURSUANT TO NATIONAL INSTRUMENT 62-103
(a) The name and address of the offeror.
Orifer S.A. (the "Orifer") 13, 15 Av. de la Liberte Luxemburg, L-1931
(b)The designation and number or principal amount of securities and theofferor’s securityholding percentage in the class of securities ofwhich the offeror acquired ownership or control in the transaction oroccurrence giving rise to the obligation to file the news release, andwhether it was ownership or control that was acquired in thosecircumstances. Oriferacquired ownership and control of 54,000,000 units ("Units") ofYukon-Nevada Gold Corp. (the "Offeree") pursuant to a private placementwhich closed on December 17, 2008. Each Unit was purchased at a priceof $0.05 per unit. Each unit consisted of one common share (the"Shares") and two series of share purchase warrants (the "Warrants").Each first series warrant (the "Series A Warrant") entitles Orifer topurchase one additional share of the Offeree at a price of $0.07 pershare within 12 months of closing of the private placement. The secondseries warrant (the "Series B Warrant"), or together with the Series AWarrant, can be exercised to purchase one additional share of theOfferee at a price of $0.09 per share within 18 months of closing ofthe private placement. The total number of common shares which may beacquired by Orifer under the private placement, assuming exercise ofthe Series A Warrants and the Series B Warrants, would be 162,000,000Shares. The aggregate percentage interest of Orifer in the Offereeassuming exercise of the Series A Warrants and the Series B Warrants,and based upon information publicly filed by the Offeree with respectto the shares outstanding following completion of the privateplacement, is 42.56% of the issued and outstanding common shares of theOfferee upon completion of the private placement.
(c)The designation and number or principal amount of securities and theofferor’s securityholding percentage in the class of securitiesimmediately after the transaction or occurrence giving rise to theobligation to file the news release. Theaggregate percentage interest of Orifer in the Offeree assumingexercise of the Series A Warrants and the Series B Warrants, and basedupon information publicly filed by the Offeree with respect to theshares outstanding following completion of the private placement, is42.56% of the issued and outstanding common shares of the Offeree uponcompletion of the private placement.
(d)The designation and number of or principal amount of securities and thepercentage of outstanding securities of the class of securitiesreferred to in paragraph (c) over which
(i) the offeror, either alone or together with any joint actors, has ownership and control,
As described in (c) above. (ii)the offeror, either alone or together with any joint actors, hasownership but control is held by other persons or companies other thanthe offeror or any joint actor, and None. 2
(iii) the offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership None.
(e) the name of the market in which the transaction or occurrence that gave rise to the news release took place; TheShares are listed on the Toronto Stock Exchange under the symbol "YNG".The securities acquired as described in paragraph (b) above wereacquired through a private placement.
(f)the purpose of the offeror and any joint actors in effecting thetransaction or occurrence that gave rise to the news release, includingany future intention to acquire ownership of, or control over,additional securities of the reporting issuer; Thesecurities acquired as described in paragraph (b) above were acquiredfor investment purposes. Orifer may in the future increase or decreaseits ownership of securities of the Offeree from time to time dependingon the business and prospects of the Offeree as well as future marketconditions.
(g) the generalnature and the material terms of any agreement, other than lendingarrangements, with respect to securities of the reporting issuerentered into by the offeror, or any joint actor, and the issuer of thesecurities or any other entity in connection with the transaction oroccurrence giving rise to the news release, including agreements withrespect to the acquisition, holding, disposition or voting of any ofthe securities; Subscription Agreement whereby Orifer agreed to purchase the Units. See (b) above.
(h) the names of any joint actors in connection with the disclosure required by this Appendix;
Not applicable.
(i)in the case of a transaction or occurrence that did not take place on astock exchange or other market that represents a published market forthe securities, including an issuance from treasury, the nature andvalue of the consideration paid by the offeror;
The securities referenced in paragraph (b) above were acquired in consideration for $2,700,000. (j)if applicable, a description of any change in any material fact set outin a previous report by the entity under the early warning requirementsor Part 4 in respect of the reporting issuer's securities; and Not applicable. 3
(k)if applicable, a description of the exemption from securitieslegislation being relied on by the offeror and the facts supportingthat reliance. The exemption relied upon by the offeror is Section 4.2 of Multilateral Instrument 62-104. Dated: May 1, 2009. /s/ Robert Baldock Name: Robert Baldock Title: Chief Executive Officer