Warrants summary for a dark nine monthsPrivate Placements Closing Datesand warrants created
December 19,2008
79,800,000 shares @ .05 each attached with two free warrants:
79,800,000 A warrants @ .07 for 12 mos expiringDecember 19, 2009
79,800,000 B warrants @ .09 for 18 mos expiringJune 19, 2009
(newsrelease said Orifer took 54M shares, 54M A warrants and 54M Bwarrants and Director Chafee took 1M shares, 1M A warrants and 1 M Bwarrant and fee paid to Procter Advisors Ltd. of7.4M shares, 7.4M A warrants and 7.4M B warrants)
February 27,2009
10,000,000 shares @ .05 each attached with two free warrants:
10,000,000 A warrants @ .07 for 12 mos expiringFebruary 27, 2010
10,000,000 B warrants @ .09 for 18 mos expiringAugust 27, 2010
February 27,2009
17,333,333 shares @ .06 each attached with a single freewarrant:
17,333,333 warrants @ .08 for 24 mos expiringFebruary 27, 2011
April 24,2009
12,000,000 shares @ .06 each attached with a singlefree warrant:
12,000,000 warrants @ .08 for 24 mos expiringApril 24, 2011
( releasesaid Director Chafee took 3,333,333 shares and 3,333,333 warrants)
August 7,2009
18,829,720 shares @ .10 each attached with a singlefree warrant:
18,829,720 warrants @ .125 for 30 mos expiringFebruary 6, 2012
August 31,2009
22,220,280 shares @ .10 each attached with a single freewarrant:
22,220,280 warrants @ .125 for 30 mos expiringFebruary 29, 2012
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160,183,333 shares created over nine months
249,983,333 existing warrants created over same ninemonths
410,166,666 shares added with warrants from lastnine months exercised
41,050,000 inducement warrants proposed in firstannouncement
172,400,000 inducement warrants proposed insecond announcement
213,450,000 inducement warrants proposed
Notes:
1. There wasno attempt to induce the 17,333,333 and 12,000,000 8 cent warrantscreated on February 27/09 and April 24/09.
2. The firstinducement announcement targets only the 41,050,000 warrants issuedon August 31 and August 7, 2009:
Vancouver,BC -- September 29, 2009 -- Yukon-Nevada Gold Corp. (Toronto StockExchange: 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 byinducing the subscribers to its private placement which closed in twotranches in August 2009 to exercise, well before their expiry date,up to an aggregate of 41,050,000 warrants (the "ExistingWarrants"). The Existing Warrants have an expiry date ofFebruary 6 and 31, 2011 and have an exercise price of $0.125 pershare. If a participant elects to exercise an Existing Warrant, theCompany would issue to that participant an inducement warrant (the"Inducement Warrant"), in the same number of shares as theExisting Warrant exercised by the participant. The Inducement Warrantwould be exercisable at a price of $0.128 per share on or before 30months from the date of grant. The participants only have untilSeptember 30, 2009 to exercise Existing Warrants in order to qualifyfor Inducement Warrants. In accordance with Section 604(d) of the TSXCompany Manual, one condition for the acceptance of the transactionby the TSX is that the Company obtain disinterested shareholderapproval of the issuance of the Inducement Warrants, which will beacquired by written consents. Votes attaching to the shares held byholders of the Existing Warrants will not be included for thepurposes of obtaining such shareholder approval. Up to 41,050,000Inducement Warrants will be issued which represents 10.97% of theCompany's current issued and outstanding share capital. Based ondiscussions with holders of Existing Warrants only 10,000,000Inducements Warrants will be issued.
109,915,205 shares willbe excluded from the vote, representing the total shares held by theholders of Existing Warrants.
Closing of the above transactionis subject to acceptance by disinterested shareholders of the Companyand the TSX.
One insider, Sprott Asset Management Inc. asportfolio manager for various funds (collectively, Sprott"),which hold an aggregate of 53,475,062 shares of the Company, will beentitled to participate in the issuance of Inducement Warrants. Uponexercise of its 10,000,000 Existing Warrants, Sprott will hold anaggregate of 63,475,062 common shares, 10,000,000 Inducement Warrantsand 555,000 warrants (the "Warrants"). The maximum numberof Shares to be issued to Sprott upon exercise of the InducementWarrants, would be 10,000,000 Shares, being 2.67% of the Company'scurrent issued and outstanding Shares or 2.60% of the Company's thenissued share capital. Upon completion of the exercise of its ExistingWarrants, Sprott would then hold, including currently held Shares,16.09% of the Company's issued share capital. Upon exercise of theInducement Warrants and the Warrants, Sprott would then hold74,030,062 shares, being 18.76% of the Company's then issued andoutstanding share capital.
3. Based onthe numbers announced the big second inducement warrant announcementseems to combine the numbers of the February/09 and December/09private placements closing without referencing the different dates ofclosing announcements. The February/09 supplement of 10M shares, 10MA warrants and 10M B warrants should have a different expiry datethan the rest:
Vancouver,BC -- October 14, 2009 -- Yukon-Nevada Gold Corp. (Toronto StockExchange: YNG; Frankfurt Xetra Exchange: NG6) Robert F. Baldock, thePresident of Yukon-Nevada Gold Corp. (the "Company"),announces the Company proposes to raise additional working capital byinducing the subscribers to its private placement which closed inDecember 2008 to exercise, before their expiry date, up to anaggregate of 172,400,000 warrants (the "Existing Warrants")consisting of 85,200,000 Class A warrants with an exercise price of$0.07 per share and 87,200,000 Class B warrants with an exerciseprice of $0.09 per share. The conditions of this inducement warrantoffer are as follows:
1. one of the holders of the ExistingWarrants, Orifer S.A. ("Orifer"), will have 5 business daysfrom the date of this announcement to make or arrange a cash advance(the "Loan") to the Company of CDN$2.5 million dollars, tobe offset against the proceeds from the exercise of the ExistingWarrants;
2. the approval of Toronto Stock Exchange ("TSX")and the disinterested shareholders of the Company for the issue of areplacement warrant for each Existing Warrant exercised early;and
3. if the TSX approval or Company shareholder approval isnot obtained within 30 days, the Company must repay the Loan within14 days from such date.
(collectively, the "Transaction")
TheClass A warrants have an expiry date of December 19, 2009 and theClass B warrants have an expiry date of June 19, 2010. If a holderelects to exercise an Existing Warrant, the Company would issue tothat holder an inducement warrant (the "Inducement Warrant"),representing the same number of shares as the Existing Warrantsexercised by the holder. The Inducement Warrant would be exercisablefor 24 months from the date of issuance at a price that is theCompany's shares' volume weighted average trading price as traded onthe TSX for the five days immediately following issuance of this newsrelease. The holders only have until November 13, 2009 to exerciseExisting Warrants in order to qualify for Inducement Warrants.
Upto 172,400,000 Inducement Warrants may be issued which represents46.08% of the Company's current issued and outstanding share capital.Up to 110,000,000 Inducement Warrants may be issued to insiders ofthe Company representing 29.40% of the Company's current issued andoutstanding share capital.
In accordance with the policies ofTSX, disinterested shareholder approval is required as theTransaction may materially affect control of the Company, result inthe issuance of securities in excess of 25% of the Company's currentissued and outstanding shares and result in more than 10% of theCompany's current issued and outstanding shares being issuable toinsiders of the Company. The Transaction is conditional upon both theapproval of the TSX and in accordance with Section 604(d) of the TSXCompany Manual, the obtaining of disinterested Company shareholderapproval for the issuance of the Inducement Warrants will be soughtby way of written consents.
Votes of the common shares heldby holders of the Existing Warrants will not be included for thepurposes of obtaining such shareholder approval; therefore,110,668,493 shares, representing the total shares held by the holdersof Existing Warrants, will be excluded from the vote in regards ofthe required shareholder approval.
One insider of theCompany, Orifer S.A. ("Orifer"), currently holds anaggregate of 54,000,000 (14.43%) common shares of the Company andwill be entitled to participate in the issuance of InducementWarrants. Upon exercise of its 108,000,000 Existing Warrants, Oriferwill hold an aggregate of 162,000,000 common shares, and 108,000,000Inducement Warrants (the "Warrants"). The maximum number ofshares that may be issued to Orifer upon exercise of the InducementWarrants would be 108,000,000 shares, being 28.86% of the Company'scurrent issued and outstanding shares or 18.30% of the Company's thenissued share capital. Upon completion of the exercise of its ExistingWarrants, Orifer would then hold, including currently held shares,33.60% of the Company's issued share capital. Upon exercise of theInducement Warrants and the Warrants, Orifer would then hold270,000,000 shares, being 45.75% of the Company's then issued andoutstanding share capital. Therefore the exercise of the ExistingWarrants and Inducement Warrants by Orifer could materially affectcontrol of the Company, as set out in the policies of TSX.
Adirector of the Company, Robert Chafee, currently holds an aggregateof 9,426,143 Company shares and will be entitled to participate inthe issuance of Inducement Warrants. Upon exercise of his 2,000,000Existing Warrants, Mr. Chafee will hold an aggregate of 11,426,143common shares, and 2,000,000 Inducement Warrants (the "Warrants").The maximum number of shares that may be issued to Mr. Chafee uponexercise of the Inducement Warrants would be 2,000,000 shares, being0.53% of the Company's current issued and outstanding shares or 0.53%of the Company's then issued share capital. Upon completion of theexercise of his Existing Warrants, Mr. Chafee would then hold,including currently held shares, 3.04% of the Company's issued sharecapital. Upon exercise of the Inducement Warrants and the Warrants,Mr. Chafee would then hold 13,426,143 shares, being 3.55% of theCompany's then issued and outstanding share capital.