Report of Foreign Issuer (6-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2014

Commission File Number: 000-52699

VERIS GOLD CORP.

(Translation of registrant's name into English)

900 – 688 West Hastings Street

Vancouver, British Columbia

Canada V6B 1P1

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

S Form 20-F £ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _________

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _________

FURNISHED HEREWITH

Exhibit Number		Description

99.1		MD&A for the First Quarter Ended June 30, 2014
99.2		Financial Statements for the First Quarter Ended June 30, 2014
99.3		Form 52-109F2 Certification of Interim Filings – Interim CEO dated June 30, 2014
99.4		Form 52-109F2 Certification of Interim Filings – Interim CFO dated June 30, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VERIS GOLD CORP.


Date: August 18, 2014	/s/ Shaun Heinrichs
	Shaun Heinrichs
	Chief Financial Officer

Exhibit 99.1

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

The following management’s discussion and analysis (‘‘MD&A’’) is intended to supplement the condensed consolidated interim financial statements of Veris Gold Corp. (the “Company” or “Veris”) for the three month period ended year ended June 30, 2014, and related notes thereto, which have been prepared in accordance with IAS 34 – Interim Financial Reporting of the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (”IASB”).

Readers are encouraged to consult the Company’s audited consolidated financial statements and corresponding notes to the financial statements for the year ended December 31, 2013 for additional details. Readers are cautioned that the MD&A contains forward-looking statements and that actual events may vary from management’s expectations. All figures are in United States dollars unless otherwise noted. The MD&A has been prepared as of May 15, 2014.

The Company’s shares are listed on the TSX (trading symbol – “VG”) and the Frankfurt Stock Exchange (trading symbol – “NG6A”) and at August 15, 2014 the Company had 154,378,365 shares outstanding.

RECENT DEVELOPMENTS

Creditor Protection Proceedings

On June 3, 2014, the Company received Notices of Early Termination Date from Deutsche Bank AG (“DB”) requiring the Company to make payments totaling $89.4 million under the terms of the Senior Secured Gold Forward Facility. Failing to make payments by June 9, 2014 would allow DB to take such steps as necessary to enforce its rights against the Company. The Notices of Early Termination Date operated to terminate the Senior Secured Gold Facility.

On June 9, 2014, the Company commenced proceedings under the Companies’ Creditors Arrangement Act (“CCAA”) in the Supreme Court of British Columbia (the “Court”) and received a temporary restraining order under Chapter 15 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Nevada (“US Court”). The Company, Veris Gold Corp., and the wholly owned subsidiaries of the Company are parties to the CCAA and Chapter 15 proceedings (collectively, the “Creditor Protection Proceedings”). The Company subsequently received CCAA extension orders on July 4 and August 1, 2014 extending the stay of proceedings granted by the Court to September 4, 2014. On July 23, 2014 the US Court granted provisional relief under Section 1519 of the Bankruptcy Code in the United States. This ruling recognizes the Canadian proceeding of Companies' Creditors Arrangement Act ("CCAA") and as a result protects the assets of the Company and the interests of the creditors until such time as a ruling on the Petition for Recognition and Chapter 15 Relief is granted.

The decision to commence CCAA proceedings was made after extensively exploring alternatives following thorough consultation with the Company’s legal and financial advisors. As well, the Special Committee has for some time been working diligently on the restructuring and refinancing efforts. The Company sought protection primarily to forestall actions that could possibly be taken subsequent to the demands for payment made by DB noted above on June 3 but also to address near term liquidity issues arising from declining gold prices, higher than anticipated production costs, and unexpected shut downs including the January 2014 shutdown resulting from the December 2013 fire as well as the extended maintenance shutdown taken in March of 2014 while the Company waited for the approval of a new Class 1 (Title V) Air Quality Operating Permit.

VERIS GOLD CORP.| 1

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

In these circumstances, the Company's Board of Directors determined that a CCAA proceeding would provide the most prudent and effective way to carry on business and maximize value for the Company's stakeholders. The Company seeks to continue operational restructuring alternatives while under CCAA protection, including reducing or restructuring its obligations and reducing operating costs. Any such restructuring will be undertaken for the purpose of further enhancing the Company's long term financial health, liquidity and competiveness.

During the Creditor Protection Proceedings, the Company will continue with day-to-day operations, and employee obligations and any trade payables incurred are expected to be paid or satisfied in the ordinary course. The Company is currently evaluating the need for additional financing to be provided through a debtor-in-possession credit facility however currently the Company is able to fund the operating commitments as well as the Creditor Protection Proceedings from operating cashflows. The Company has retained legal and financial professionals to advise us on the Creditor Protection Proceedings and certain other professionals to provide services and advice to us in the ordinary course of business. From time to time, we may seek Court approval to retain additional professionals. The Company will continue to incur significant costs associated with the restructuring and the Creditor Protection Proceedings. The amount of these expenses is expected to significantly affect the financial position and results of operations however the full amount of this impact cannot be estimated at this time.

The Company will pursue a restructuring through a plan of compromise and arrangement (the “Plan”) under the CCAA, which will be subject to creditor and Court approval, and ancillary proceedings under Chapter 15 of the United States Bankruptcy Code for recognition of the CCAA proceedings. The Company expects the restructuring process to require several months to complete however the outcome and timing of the Creditor Protection Proceedings and the implementation of a successful restructuring plan, including obtaining a new and adequate secured credit facility to finance our business activities on an ongoing basis, is not assured or determinable at this time. The Plan that will be implemented as part of Creditor Protection Proceedings could materially alter the classifications and amounts reported in the consolidated financial statements, which do not give effect to any adjustments to the carrying values of assets or amounts of liabilities that might be necessary as a consequence of confirmation of such plan, or the effect of any operational changes that may be implemented

Going Concern

The Company’s financial liquidity condition and the resulting commencement of the Creditor Protection Proceedings cast substantial doubt about the Company’s ability to continue as a going concern. Due to ongoing liquidity issues, the Company has failed to meet certain financial obligations and liabilities, including interest and principal payments on both Senior and subordinated debt obligations. The Company is dependent on the outcome of the Creditor Protection Proceedings and requires additional financing in order to complete the restructuring of the various debt obligations and fund required capital expenditures.

VERIS GOLD CORP.| 2

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

The accompanying condensed consolidated financial statements have been prepared on the assumption the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business for the 12-month period following the date of the consolidated financial statements. This is contingent upon the Company completing the necessary steps to restructure the existing debt obligations and obtain the Court’s approval of a plan of compromise and arrangement as well as the management’s ability to successfully implement such plan and obtain exit financing, among other things. As a result of the Creditor Protection Proceedings, the realization of assets and the satisfaction of liabilities are subject to uncertainty.

Further, the plan of compromise and arrangement could materially change the amounts and classifications of assets and liabilities reported in the historical consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amount and classification of certain liabilities that may result should the Company be unable to continue as a going concern or as a consequence of the Creditor Protection Proceedings.

Exchange Listing

Trading in the Company’s common stock on the Toronto Stock Exchange (“TSX”) was halted on June 9, 2014, and the Company’s common stock was subsequently delisted on July 18, 2014. The delisting was a direct result of the Creditor Protection Proceedings the Company commenced on June 9, 2014 and the Company is currently not exploring alternative listings at this time as the listed securities would likely continue to be suspended under the new listing. Upon completion of the Creditor Protection Proceedings the Company will evaluate options to relist on the TSX or other possible exchanges.

2014 SECOND QUARTER OPERATING HIGHLIGHTS

The Jerritt Canyon operations produced 44,295 payable ounces in the three month period ending June 30, 2014 (“Q2-14”), representing a 17% increase from the 38,018 ounces produced in the three month period ending June 30, 2013 (“Q2-13”).

Total mine production for Q2-14 was 198,156 tons containing an estimated 34,248 ounces of gold, a 27% decline from the 271,880 tons mined in Q2-13 and a 19% decline in contained ounces of gold compared with 42,094 ounces mined in Q2-13. The primary contributor to the reduction in tons arose from transitioning the mining of the SSX-Steer mine to Small Mine Development on June 1, 2014 but also as a result of supply shortages, primarily cement used in backfill, as a result of the commencement of the Creditor Protection Proceedings.

In Q2-14, the Jerritt Canyon roaster facility achieved total average throughput of 3,366 tons per day (“TPD”), 7% less than the 3,611 TPD achieved in Q2-13, primarily resulting from slow restart of operations after the 21 day mill maintenance shutdown in March 2014 and the processing of higher work index ore for Newmont Mining USA Ltd. (“Newmont”) in May and June, as well as shortages of supply which occurred at the commencement of the Creditor Protection Proceedings.

VERIS GOLD CORP.| 3

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

Late in the second quarter of 2014 the Company re-commenced development of Saval 4, the fourth underground mine at Jerritt Canyon, with pre-production occurring in July. The Company plans to mine the Saval 4 using existing equipment and crews at a scheduled mining rate between 250 and 300 tons per day grading approximately 0.16 opt. Commercial production levels are expected to be achieved late in the third quarter of 2014.

Key financial information

The Company sold 40,795 ounces in Q2-14, an 11% increase from the 36,590 ounces sold in Q2-13 primarily due to the increased processing of higher grade stockpiled ore built up during recent shutdowns, supplemented with high grade ores from the three underground mine operations and improved overall mill recoveries.

The Company recorded a net loss of $8.1 million, during Q2-14, a $14.0 million increased loss from the $5.9 million net income recorded in Q2-13. Gold sales revenue in Q2-14 was $52.5 million compared to $44.9 million in Q2-13, driven by an 11% increase in gold ounces sold offset by a 7% decrease in the price-per-ounce of gold sold in Q2-14 compared to Q2-13.

OVERVIEW

Veris Gold Corp. (“Veris” or the “Company”) is engaged in gold mining and related activities, including exploration and acquisition of gold-bearing properties, extraction, processing and reclamation. The Company’s gold production and exploration activities are carried out in the United States and Canada. Gold is produced in the form of doré, which is shipped to refineries for final processing. The profitability and operating cash flow of Veris is affected by various factors, including the amount of gold produced, the market price of gold, operating costs, interest rates, regulatory and environmental compliance, the extent of exploration activity and capital expenditures, general and administrative costs, and other discretionary costs. Veris is also exposed to fluctuations in foreign currency exchange rates and varying levels of taxation that can impact profitability and cash flow. The Company seeks to manage the risks associated with its business operations; however, many of the factors affecting these risks are beyond the Company’s control.

Veris receives its revenues through the sale of gold in U.S. dollars, while costs are incurred in both U.S. and Canadian currencies. Therefore, movements in the exchange rate between the Canadian and the U.S. dollars have an impact on profitability.

Jerritt Canyon

The Jerritt Canyon operation consists of a roaster milling facility and three underground mines, Starvation Canyon, Smith and SSX, and is located in Nevada, U.S.

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VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

Jerritt Canyon Operating Highlights

(dollars in thousands except for per ounce amounts)

	Q2 2014	Q1 2014	Q4 2013	Q3 2013
Gold (troy ounces)
Payable Ounces Produced	44,295	26,434	33,533	37,544
Gold Ounces Sold	40,795	27,597	31,557	42,760
Gold sales⁽²⁾	$ 52,528	$ 35,631	$ 40,622	$ 56,993
Cost of gold sold	$ 49,304	$ 35,418	$ 46,023	$ 49,095
Average gold price per ounce	$ 1,288	$ 1,291	$ 1,281	$ 1,331

	Amended Q2 2013⁽²⁾	Q1 2013	Q4 2012	Q3 2012
Gold (troy ounces)
Payable Ounces Produced	38,018	30,461	31,754	35,524
Gold Ounces Sold	36,590	29,776	32,198	31,763
Gold sales⁽²⁾	$ 44,936	$ 45,360	$ 51,799	$ 51,487
Cost of gold sold	$ 42,141	$ 44,944	$ 36,265	$ 36,889
Average gold price per ounce ⁽¹⁾	$ 1,388	$ 1,625	$ 1,703	$ 1,667

(1)

From Q3 2011 to Q2-2013 the calculated average gold price per ounce includes an adjustment for the amount of consideration ($850 per ounce) that is withheld by DB as repayment of the forward gold purchase agreement. With the change in accounting in Q3-2013 this adjustment is no longer required.

(2)

Gold Sales amount does not include either (a) toll milling revenue, which commenced in Q2-2013 (Q2-2014: $0.8 million, Q1-14: $nil, Q4-2013: $3.1 million, Q3-2013: $3.3 million, Q2-2013: $1.7 million); nor (b) gold produced from Starvation Canyon and sold during the Q2-2013 where the mine was treated as a development asset for accounting purposes (2,453 ounces or $3.5 million gold sales).

Mining

The Company mined a total of 198,156 tons in the Q2-14, containing an estimated 34,248 ounces. This mining production represents a 27% decline from 271,880 tons of mine production in Q2-13; and is a 19% decrease in the estimated 42,094 ounces mined in Q2-13. The majority of this reduced mine production in Q2-14, compared to Q2-13, occurred from downtime during a transition to contract mining at the Company’s SSX mine as well as supply shortages resulting from interruptions in supply at the commencement of the Creditor Protection Proceedings. As a result of entering into Creditor Protection Proceedings, the Company was required in many cases to place deposits with vendors in order to ensure continuity of supply and due to lack of available funding this resulted in brief lapses in supply during the month of June.

In Q2-14 Small Mine Development, LLC (“SMD”) delivered approximately 81,078 tons of ore containing an estimated 13,729 ounces of gold from the Smith mine. This represents mine production of 891 tons-per-day (“TPD”) in Q2-14, below the targeted 1,200 TPD. This is a decrease of mined ore from the Smith mine from Q2-13, which was 137,978 tons mined, containing an estimated 18,778 ounces, an average of 1,516 TPD for that quarter. The estimated average blended grade achieved at the Smith mine was 0.17 ounces-per-ton (“OPT”) in Q2-14, an increase from the 0.14 OPT achieved in Q2-13.

VERIS GOLD CORP.| 5

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

The second quarter of 2014 marked the fourth complete quarter of full mine production from the Starvation Canyon mine which opened in the Q2-13. In Q2-14 approximately 82,862 tons of ore was mined containing an estimated 15,444 ounces, an average grade of 0.19 OPT. This mining rate translates to over 911 TPD for the quarter above the 700 TPD that was targeted. This is an increase of mined ore from the 47,390 tons mined in Q2-13 containing an estimated 8,630 ounces from Starvation Canyon mine, an average of 521 TPD for that quarter. The Company continues to explore opportunities to increase future production levels from Starvation Canyon.

Mine production at the SSX mine was 34,216 tons for Q2-14, containing and estimated 5,075 ounces. This is approximately 376 TPD in Q2-14, significantly less than the 1,000 TPD targeted and less than the 951 TPD achieved in Q2-13. This is a decrease of mined ore from the SSX mine from Q2-13 which was 86,512 tons mined containing an estimated 14,686 ounces which represents a 60% and 65% decrease, respectively. The estimated Au grade achieved from the Q2-14 production was 0.15 OPT which was lower than that achieved in Q2-13 at 0.17 OPT. Prior to the interruption arising from the transition to contract mining in June 2014, the operations experienced a decline in performance as a result of low equipment availability (lack of parts) and necessary mine supplies including cement.

The transition to contract mining at SSX mine resulted in a decline in overall mining production in Q2-14 compared to Q2-13. However, with the 2014 annual mill maintenance completed as of March 31, 2014, and the upcoming commencement of underground mining at the new Saval mine, the Company is in a good position to achieve the 2014 production targets. The Company exited the second quarter of 2014 with a stockpile of 98,602 wet tons containing approximately 11,894 ounces. Mine equipment availability at SSX mine due to shortage of parts and maintenance support will be alleviated as the Company finalizes transitioning to contract mining. Mine production from Starvation Canyon continues to exceed targets. The Company continues to explore opportunities to optimize production output from the Smith and SSX mines and expects this to improve.

Processing

The Jerritt Canyon roaster facility processed approximately 306,285 tons in Q2-14, a 7% decrease from the approximately 328,606 tons processed through the roasters in Q2-13. The decrease in mill throughput in Q2-14 compared to Q2-13 arose primarily due to the slow startup after the 21 day maintenance shutdown in March, 2014 and also from the processing of higher work index ores for Newmont. The Jerritt Canyon facility has been designed and constructed to process ores with a certain hardness factor and while it is capable of processing harder ore this will result in reduced throughput levels and increased wear on the equipment. The ore process during May and June had a significantly higher hardness than Jerritt ore which resulted in excessive wear and downtime on the thickener and dirty air fan. The throughput levels have improved subsequent to cessation in processing the harder material and corrective actions have been taken to replace and repair necessary equipment. Future third party ore deliveries will be closer in nature to those more suitable for the Jerritt Canyon roaster processing facility and will not have a significant impact on operations.

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VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

Exploration

Underground Definition Drilling (Contractor and Veris) – Smith, SSX, and Starvation Canyon Mines

During Q2-14 a total of 382 cubex reverse circulation definition drill holes totaling 53,856 feet were completed at the Smith, SSX, and Starvation Canyon (“SC”) underground mines by Veris and SMD. SMD continued drilling underground definition drill holes using their own cubex (RC) drill in the Smith mine, focusing on Zones 4, 5, and 8 where a total of 40,795 feet in 280 drill holes were completed. Of the Smith total, 14 of the drill holes totaling 2,465 feet were drilled for exploration. The Company drilled a total of 10,626 feet in 66 cubex drill holes in the SSX mine at Zones 1, 5 and 7. In addition, 36 cubex drill holes totaling 2,435 feet were drilled by SMD in the 6980 xc20, and 7050 xc19 headings at the Starvation Canyon mine by SMD. Of the SC total, 28 drill holes totaling 2,195 feet were drilled for exploration at 7050 xc19.

Underground Diamond Drilling (Contractor) – SSX Mine:

No underground contract diamond drilling was done during Q2-14. Two drill stations have been developed in the SSX Zone 1 exploration drift in preparation for recommencement of these drilling operations once the Company restructuring is completed and the required monies become available. The underground diamond drilling ceased in late November to conserve cash and focus on other mine development priorities. No final diamond drill hole assays were received in Q1-14 but there are a number of SSX drill hole assays in progress. The goal of the 2013 and 2014 underground diamond drilling program is to convert resources to reserves and to explore for additional resources in order to extend the current 6 year Life of Mine plan (as identified in the current December 31, 2012 NI 43-101 Technical Report).

During Q2-14, there was no additional excavation on the planned 1,000+ foot long SSX exploration drift from Zone 1 to Zone 9. Since the exploration drift excavation work started on March 31, 2013 the drift face has advanced a total of 310 feet from the initial base point. Additional excavation of this drift is planned in 2014 and will eventually become a development drift. This drift is critical in order to help convert resources to reserves at the northeastern Zone 9 West Mahala inferred resource pod and to allow additional near-mine exploration from several new drill stations as well as expand access for mining in Zone 1. Drilling will start from the drift once the Company restructuring is completed and the 2014 exploration monies are secured and approved by Management.

Surface Exploration

The Company did not conduct any surface exploration drilling at Jerritt Canyon during Q2-14.

A total of 34,500 feet of proposed drilling is included in the 2014 Exploration budget. Detailed planning continues for the 2014 surface exploration programs. Drilling targets are being prioritized and will include both underground and open pit resources. Primary areas under consideration for drill testing include: West Starvation Canyon, West Mahala, Mahala Basin, ND Fault Zone (Bidart), Warm Creek, and Pie Creek.

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VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

Modeling

Geological modelling and updated block models were completed at the three active underground mines in Q2-2014 to support the mining operations. Current drill hole databases in each mine area were used to generate these model updates.

Environmental

During Q4-13 the Company and the NDEP negotiated and executed a second modified consent decree (the “Second Modified CD”), removing many of the completed requirements included in the previous modified Consent Decree. The primary focus in Q2-14 was on compliance and completion of key components of the Second Modified CD. During Q1-14 submittal and subsequent approval of the engineering design changes (EDCs) for treatment at the Snow Canyon and Gracie RDAs along with an plans to rejuvenate the existing treatment at Marlboro Canyon RDA was completed. The Company received approval on all EDCs, a significant step towards the extinguishment of the Second Modified Consent Decree. A Bid Request was submitted to multiple contractors and The Company was able to accept a bid that was on target with the original engineer’s estimate. With a contractor chosen and approval from both the NDEP and Forest Service, The Company plans to begin construction of the RDAs in Q3-14 in order to meet the timeline set out in the Second Modified Consent Decree for operation of each system.

The Company has continued operation of the DASH water treatment plant. The treatment plant addresses multiple methods for sulfate and TDS removal from various water streams including reverse osmosis (RO) membrane treatments and an active method that involves lime and barium carbonate addition. RO was not tested at bench scale, so operation of the pilot system will yield initial results for RO as a water treatment option. There has been very limited water for testing purposes. When water is available, The Company continues to optimize not only dosing of the system, buy also day-to-day operation of the system.

The Company made additional efforts to extinguish the CD by ensuring all required operating permits are in place. In addition to receiving the Air Quality Permit on March 31, 2014, The Company successfully completed and submitted the renewal application for the Water Pollution Control Permit (WPCP). The WPCP is still under review, but the Company did receive notification that the application was deemed complete and review is underway.

The Tailings Storage Facility 1 (TSF1) continues to drop in volume. The Company can no longer pump the water from the pond due to the nature of the pool, but TSF1 continues to drop daily due to evaporation. No water is being transferred to TSF1 and The Company is confident it will meet the volume requirements set forth in the Second Modified Consent Decree.

Additional items included in The Company’s Schedule of Compliance (SOC) have been addressed as well. Testing of the Corrective Action Plan relating to mill-site groundwater contamination began. The plan consists of a pilot Pump and Treat system. Water is being pumped from one of the mill site monitoring wells to an activated carbon treatment system. The results gathered from the pilot system will determine if a full-scale carbon treatment system is appropriate.

VERIS GOLD CORP.| 8

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

The Company also completed the SOC item to install eight piezometers surrounding Tailings Storage Facility 2 (TSF2). The installation of these wells is due to the high volume of water removal in between the primary liner and the secondary liner. The eight piezometers were installed to verify the integrity of the secondary liner of TSF2. Of the eight piezometers, seven were dry. One well had and continues to have water but the water is clean water with characteristics of meteoric water.

Further SOC work was conducted on the East Water Storage Reservoir (EWSR). The Company was required to complete repairs on the EWSR prior to continuing use of the pond. The liner repairs have been completed. The Company is currently in the process of verifying the liner repairs by monitoring the pumping rates from between the primary and secondary liners. Once the pumping rates stabilize, the Company will begin returning water to the EWSR.

Ketza River

The Company did not conduct any exploration drilling in Q2-14 at Ketza River. During the quarter, the Company continued to collect additional environmental baseline data to support the company’s permitting activities, including water quality and flow data. The Company is still pursuing a water license for the existing tailings pond. Maintenance activities and environmental monitoring associated with the existing tailings pond is ongoing with some activities mandated by regulatory authorities. In light of the current Creditor Protection Proceedings the Company has curtailed any significant expenditures at Ketza River except for those focused on maintaining the facilities and ensure ongoing environmental compliance obligations are maintained.

SUMMARY OF QUARTERLY RESULTS

(in thousands of dollars, except for share and per share amounts)

	Q2 2014	Q1 2014	Q4 2013	Q3 2013	Amended Q2 2013	Q1 2013	Q4 2012
Statement of Operations
Gold Sales	$ 52,528	$ 35,631	$ 40,622	$ 56,993	$ 44,936	$ 45,360	$ 51,799
Toll Milling	826	-	3,054	3,304	1,710	-	-
Revenue	$ 53,354	$ 35,631	$ 43,676	$ 60,297	$ 46,646	$ 45,360	$ 51,799
Cost of gold sold	49,304	35,418	44,705	49,095	42,141	44,944	36,265
Gross margin before D&D⁽¹⁾	4,050	213	(1,029)	11,202	4,505	416	15,534
(Loss) income from operations	(4,824)	(7,085)	(41,336)	4,504	(2,733)	(5,528)	(22,034)
(Loss) income before taxes	(8,092)	(13,448)	(57,536)	(18,178)	5,848	(5,436)	(21,404)
Net (loss) income	(8,092)	(13,819)	(47,797)	(18,170)	5,856	(6,542)	(12,884)
Basic net (loss) income per share	(0.05)	(0.09)	(0.31)	(0.15)	0.05	(0.06)	(0.13)
Weighted average # of shares outstanding (000's)	154,378	154,378	154,265	117,609	107,641	107,641	101,008
Statement of Financial Position
Cash and cash equivalents	2,793	1,503	1,161	643	5,241	7,103	9,295
Total assets	$ 307,163	$ 315,113	$ 312,951	$ 347,283	$ 339,908	$ 341,215	$ 348,459

(1)

Gross margin before depreciation & depletion (“D&D”) is a non-GAAP measure that the Company considers to be a good indicator of the Company’s achieved operating results before being adjusted for non-cash D&D to arrive at mine operating earnings.

VERIS GOLD CORP.| 9

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

RESULTS OF OPERATIONS

The Company had a net loss of $8.1 million during the quarter ended June 30, 2014 (“Q2-14”), a $14.0 million decline from the net income of $5.9 million in the second quarter of 2013 (“Q2-13”). The increased loss in 2014 is primarily the result of the following:

· $2.1 million higher loss from operations due primarily to a $1.8 million increase in depreciation and depletion driven by the commissioning of both the Starvation Canyon mine and the second tailing facility in mid-2013; $0.5 million decreased gross margin before D&D resulting from lower gold prices despite increased gold sales; and a $0.2 million decrease in G&A from reduced salaries and benefits offset by increased professional fees incurred since the Company entered creditor protection, on June 9, 2014, under the Companies’ Creditors Arrangement Act (“CCAA”);

· $3.0 million in increased interest expense due primarily to the recognition of $2.7 million in interest on the Senior Secured Gold Facility (“SSG”) (previously a non-financial gold forward and now a financial instrument recorded at amortized cost using the effective interest method), $0.2 million increase in interest on forward contracts and $0.1 million in interest on the Net Smelter Returns royalty facility (“NSR”) which was entered into on April 10, 2014.

The decline in gross-margin before D&D in Q2-14 compared to Q2-13 is attributable to a 7% decline in the market price of gold offset by an 11% increase in the number of gold ounces sold. The average price of gold realized declined from $1,388 per ounce, in Q2-13, to $1,288 per ounce in Q2-14. This diminished gold price resulted in the equivalent loss of Q2-14 gold revenues of approximately $4.1 million.

Revenue:

For Q2-14, the Company realized gold sales of $52.5 million on the sale of approximately 40,795 ounces of gold, this compares to $44.9 million on sales of approximately 36,590 ounces of gold sold in Q2-13. The primary driver of the increased revenue in Q2-14 versus Q2-13 was an 11% increase in the number of gold ounces sold offset by a 7% decline in the market price for gold.

The Company had $0.8 million in toll milling revenue in Q2-14 compared with $1.7 million in toll milling in Q2-13 as the Company maintained a focus on allocating the majority of available milling capacity to process the Company’s increased high grade ore stockpiles which were generated during the December 2013 and March 2014 mill shutdowns.

Gross-margin before D&D:

In Q2-14, the Company had a Gross Margin of $4.0 million before depreciation and depletion compared to $4.5 million in Q2-13. As previously discussed, this $0.5 million decrease was primarily driven by a 7% decrease in average gold price from sales during the quarter and a 52% decline in toll milling revenues offset by an 11% increase in the gold ounces sold. As well, cash costs per ounce for the quarter rose to $1,209 per ounce compared with $1,152 per ounce in the comparable period 2013, or a $7.2 million (17%) increase from $42.1 million in Q2-13 primarily resulting from increased mining costs.

VERIS GOLD CORP.| 10

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

The most significant contributor to this increased mining cost resulted from higher per ton costs in the SSX-Steer mine resulting from lower production due to low equipment availability and transitioning to contract mining in June 2014 as noted previously, as well as lower production rates in all three mines due to lower availability of cement and other materials needed for steady state mining primarily as a result of the Company commencing Creditor Protection Proceedings in June. In contrast with 2013 this quarter the Company recognized a full quarter of Starvation Canyon mine costs in the operating results (as April and May of 2013 Starvation Canyon mine costs continued to be capitalized) although this is offset partially on a per ton basis as a result of the improved productivity from that mine.

Depreciation and depletion (“D&D”):

The Company had $6.7 million in depreciation and depletion in Q2-14 compared to $4.9 million in Q2-13. The increase in D&D resulted from an increase in the depreciable and depletable asset base, primarily from the commissioning of the Second Tailing Facility in Q3-13 as well as increased depletion from the Starvation Canyon mine which commenced commercial operations late in Q2-13.

G&A expense:

In Q2-14 the Company incurred G&A expense of $2.2 million compared to the $2.3 million incurred in Q2-13. Share based payment expenses included in G&A fell from $0.2 million in Q2-13 to $nil in Q2-14. These expenses are for corporate head office and transactions costs and are primarily comprised of salary and benefit costs as well as professional and consulting fees, predominantly incurred in Canadian dollars. The $0.2 million decrease in Q2-14 from Q2-13 is primarily from reduced salaries and benefits and a reduction in share based payment expenses described above offset by increased professional fees arising from the CCAA and ancillary Chapter 15 Court applications made on June 9, 2014.

Interest expense:

Interest expense is comprised of:

	Three months ended June 30,
	2014	2013
Interest on senior secured gold facility	$ (2,711)	$ -
Interest on convertible debt	(1,334)	(1,509)
Accretion of decommissioning and
rehabilitation provisions	(438)	(380)
Interest on finance leases	(84)	(117)
Interest on forward contracts	(175)	-
Interest on net smelter returns royalty
facility	(120)
Other interest (expense) income	(94)	11
	$ (4,956)	$ (1,995)

VERIS GOLD CORP.| 11

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

Interest expense in Q2-14 was $5.0 million compared to $2.0 million in Q2-13. The $3.0 million in increased interest expense is primarily from $2.7 million in interest on the Senior Secured Gold Facility, $0.1 million in interest on the Net Smelter Returns Royalty entered into in Q2-14, and a $0.2 million increase in interest on forward contracts. The Senior Secured Gold Facility was previously a non-financial gold forward with gold delivery at discounted settlement prices recorded in revenue in Q2-13 but was a financial liability measured at fair value using the effective interest method in Q2-14 with resulting interest of $2.7 million recorded in interest expense.

Finance and transaction costs:

Finance and transaction costs in Q2-14 were $nil compared to the $1.0 million in Q2-13. As described above, these costs are comprised of the expensed portion of costs incurred on financing activities undertaken in the period; as well as the amortization of previously deferred transactions costs, incurred on financing activities. The decrease in these costs in Q2-14 compared to Q2-13, was due to the Senior Secured Gold Facility related deferred transaction costs, and the amortization thereof, no longer existing as part of the July 1, 2013 accounting treatment change. These amortization costs were $0.4 million Q2-13, with no such amortization in Q2-14. The remaining finance and transaction costs in Q2-13 were primarily due to the issuance of the Note, described above, in that period with no significant financing activities occurring in Q2-14.

Derivative gain (loss):

Derivative gains (losses) are comprised of:


	Three months ended June 30,
	2014	2013
Gain on warrants	$ 2,267	$ 8,812
(Loss) gain on revaluation of gold forwards	(102)	2,671
Gain on convertible debt embedded derivatives	92	747
Gain on senior secured gold embedded derivatives	116	-
Loss on net smelter returns royalty embedded derivatives	(31)	-

	$ 2,342	$ 12,230

Non-cash derivative gains in Q2-14 were $2.3 million compared with gains of $12.2 million in Q2-13. Warrants denominated in Canadian dollars are revalued at each reporting period with change in fair value recorded to net income. Warrant gains accounted for $2.3 million and $8.8 million in Q2-14 and Q2-13, respectively, and these gains were driven by a decline in the Company’s share price which was more pronounced in Q2-13 compared to Q2-14.

Derivative gains of $2.7 million were recognized in Q2-13 relating to two derivative gold forwards, with $0.1 million in derivative losses incurred in Q2-14. The derivative gains incurred in Q2-13 were the result of declines in the market-price of gold decreasing the amount of the liabilities; throughout Q2-14 the suggested cash-settlement floor price of the gold-forward liabilities was greater than the amount the liability would be based on the prevailing market-price of gold, thus no significant gains or losses were recognized in Q2-14.

VERIS GOLD CORP.| 12

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

Environmental costs:

Environmental rehabilitation costs are those required to complete reclamation of historic environmental disturbance that was determined and incurred during the current year. Environmental rehabilitation costs of $0.5 million in Q2-14 were consistent with $0.6 million incurred in Q2-13.

LIQUIDITY

Cash and cash equivalents increased from $1.2 million at December 31, 2013 to $2.8 million at June 30, 2014. As at June 30, 2014 the Company had a working capital deficiency of $176.4 million compared to a working capital deficiency of $167.1 million at December 31, 2013. This decrease in working capital is primarily the result of: a $3.7 million increase in accounts payable; a $1.5 million decrease in accounts receivable due to the receipt of toll milling revenue; a $5.9 million increase in the revalued Senior Secured Gold Facility using the effective interest method; a $0.3 million increase in forward contracts from interest on outstanding balances; offset by a $0.3 million decrease in embedded derivative liabilities as a result of the decline in the Company’s share price; and a $1.6 million increase in cash from the issuance of the NSR less capital expenditures made during the quarter.

Operating:

During the quarter ended June 30, 2014 the Company recorded a net loss of $8.1 million, which, after adjusting for non-cash items and positive changes in working capital of $2.7 million, resulted in operating cash inflows of $4.1 million.

This compares to the quarter ended June 30, 2013 where the Company generated a net income of $5.9 million, which, after subtracting non-cash items; and positive changes in working capital of $2.9 million, resulted in operating cash outflows of $3.9 million.

The $2.7 million positive change in non-cash working capital in Q2-14 are the result of a $7.1 million decrease in inventories; offset by a $0.9 million increase in accounts receivable; and a $3.5 million decrease in accounts payable. The $2.9 million positive change in non-cash working capital in Q2-13 are the result of a $2.2 million decrease in accounts receivable; a $2.4 million increase in accounts payable; offset by a $1.7 million increase in inventory.

VERIS GOLD CORP.| 13

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

Investing:

Capital cash expenditures


	Three months ended June 30, 2014
(in thousands)	Jerritt Canyon	Ketza River	Corporate	Total
Mineral Properties	$ 2,201	$ 619	$ -	$ 2,820
Property, plant and equipment	3,333	-	-	3,333

	$ 5,534	$ 619	$ -	$ 6,153

	Three months ended June 30, 2013
(in thousands)	Jerritt Canyon	Ketza River	Corporate	Total
Mineral Properties	$ 8,072	$ 545	$ -	$ 8,617
Property, plant and equipment	2,421	-		2,421

	$ 10,493	$ 545	$ -	$ 11,038

Significant property, plant and equipment capital expenditures in Q2 2014 include the following:

Mill facilities and equipment ($3.3 million)

Significant property, plant and equipment capital expenditures in Q2 2013 include the following:

Various mill related equipment ($0.6 million)

Capital lease payments on mobile and other mining equipment ($0.7 million);

Environmental and new tailings facility infrastructure ($0.2 million)

Nevada mineral property expenditures during Q2-14 included the approximate amounts: Smith mine development ($0.3 million); Starvation Canyon mine development, ($1.6 million); SSX mine development, ($0.2 million); and, Jerritt Canyon exploration expenditures ($0.1 million).

Nevada mineral property expenditures during Q2-14 include payments for development and construction of underground infrastructure and mine development at the Smith, Starvation, SSX, and Saval mines.

Exploration at Ketza River remained minimal and consistent with prior quarters as the Company continued existing monitoring and remediation programs while continuing to compile available data for the preparation of responses regarding the YESAB proposal.

Financing:

During the second quarter of 2014 the Company closed financing in the form of the sale of a 0.5% Net Smelter Returns royalty for proceeds of $7.5 million. Proceeds were delivered to Veris Gold at the date of closing, April 10, 2014. The royalty relates to the production of gold and silver from the Company’s Jerritt Canyon mines and processing plant, operated by Veris Gold USA Inc. The royalty is applied, at a fixed rate of 0.5%, against proceeds from gold and silver products after deducting treatment, refining, transportation, insurance, and taxes and levies charges.

VERIS GOLD CORP.| 14

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

In Q1-14 the Company entered into a gold sales contract which specified that 3,500 troy ounces of refined gold would be sold to the counterparty by April 30, 2014. The Company received 90% of the purchase price, or $4.0 million cash, in Q1-14 and the remaining $0.4 million was received upon final gold delivery in Q2-14. The Company settled the contract and delivered 3,500 troy ounces in Q2-14.

During the second quarter of 2013 the Company closed a financing in the form of an eight-month senior unsecured promissory note (the "Note") with a principal sum of $10.0 million. In connection with the Note, the Company issued 3.4 million common share purchase warrants with an exercise price of US$1.80 per warrant, which have a 5 year life. The Note originally had a maturity date of April 12, 2013 but the Company entered into an agreement to extend the maturity date of the Note to January 12, 2014. Up to the date of maturity the Note had an interest rate of 9% however subsequent to the maturity on the Note (which was extended in Q4-13 to January 12, 2014) the interest rate increased to 21% per annum.

Liquidity risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the preparation of annual budgets along with quarterly updates to identify funding requirements, if any, as well as daily forecasting of its cash flows from operations as well as investing and financing activities to anticipate pending treasury requirements.

The Company had a loss from operations of $4.8 million for the three months ended June 30, 2014 (2013 - loss of $2.7 million), and a $4.1 million inflow of cash from operations for the same period (2013 - $3.9 million outflow). At June 30, 2014 the Company had a working capital deficiency of $176.4 million (December 31, 2013 - $167.1 million) and an accumulated deficit of $467.5 million (December 31, 2013 - $445.6 million). On December 31, 2014 the Company missed a gold delivery payment and on January 28, 2014, unable to correct this gold delivery shortfall, either through the delivery of 4,980 ounces or through payment of the cash equivalent, the Company went into default on the DB Senior Secured Gold Facility (“Senior Facility”). As noted previously on June 3, 2014 DB set an early termination date of June 9, 2014 for the Senior Facility requiring payment of $89.4 million on that date. In order to prevent DB from possibly realizing on security on June 9, 2014 the Company has applied and been granted creditor protection from the Court under CCAA and under ancillary proceedings in the US Court under Chapter 15.

Throughout the year senior management is actively involved in the review and approval of planned expenditures and typically ensures that it has sufficient cash on hand to meet expected operating expenses for 60 days. The operations have undergone significant upgrades in the last several years which have had a significant impact on the mill throughput capacity and also resulted in the ramp up of the SSX mine and the opening of a third mine in Q2-2013, Starvation Canyon, adding a significant level of production to the operation. Through these investments the profitability and stability of the operations has significantly improved, however additional financing has been required to support this growth and assist in the servicing of the Senior Secured Gold Facility.

VERIS GOLD CORP.| 15

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

The unexpected shutdown in December 2013 and January 2014 as well as the 21 day shutdown which occurred in March of 2014 significantly increased the need for the Company to continue pursuing additional financing to meet the ongoing operational and capital requirements to ensure continuity of operations. The Company intends to restructure the debts on the balance sheet through the Plan as discussed above and expects to complete the CCAA process successfully with a stronger, more sustainable capital structure to support ongoing operations.

There can be no assurance that the Company will successfully complete and implement a plan of compromise and arrangement or that the Plan will be approved by the Court and possibly the creditors of the Company. Also, if the Company is unable to maintain stable operations and generate positive cash flows and possibly obtain adequate financing, the Company will need to curtail operations activities.

The following are the contractual maturities of the undiscounted cash flows of financial liabilities at June 30, 2014:


	Less than 3 months	4 to 12 months	1 to 2 years	Greater than 2 years	Total
Accounts payable and
accrued liabilities	$ 88,038	$ -	$ -	$ -	$ 88,038
Finance lease obligations	1,139	2,157	807	84	4,187
Convertible debt	11,012	-	14,271	-	25,283
Forward contracts	24,428	-	-	-	24,428
Senior secured debt facility	83,167	-	-	-	83,167
At June 30, 2014	207,784	2,157	15,078	84	225,103

CAPITAL RESOURCES:

The Company had a cash balance of $2.7 million as of June 30, 2014. The Company has a total of $56.4 million of cash classified as restricted at June 30, 2014 (December 31, 2013 - $56.4 million), primarily related to cash restricted under the existing bonding requirements for the future reclamation at the Jerritt Canyon property.

The Company invested the funds from the December 2013 public offering to assist with payments to the Senior Secured Gold Facility, to upgrade and refurbish the dry mill equipment at its Jerritt Canyon mill operations, and to fund general working capital. The Company invested the funds from the August 2013 public offering and September 2013 private placement into the refurbishment of its Jerritt Canyon mill operations; continued development of the underground mine facilities at the existing mines as well as at the Saval 4 Gold Mine; to fund bonding required for future reclamation obligations; to ensure that debt payments are met; and for general working capital purposes. Proceeds from the Flow-Through Units have been used to fund exploration activities at the Company's Ketza River property in the Yukon however the Company has utilized the proceeds as well to support working capital requirements. Proceeds from the NSR were used for working capital purposes to support the restart activities subsequent to the 21 day shutdown in March 2014. These activities required significant payments to vendors to ensure continuity of supply of both services and supplies, with a primary focus on providing funding to the mining contractor on site.

VERIS GOLD CORP.| 16

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

The Company invested the funds from the December 2012 public offering primarily into the development of the Starvation Canyon mine but also for funding required bonding obligations and general working capital purposes. The Company further funded the commencement of development on Saval 4 and completed the development of Starvation Canyon with $8 million drawn from the performance reserve funds relating to the August 2011 Forward Gold Purchase Agreement in February 2013; along with $10 million in proceeds obtained from an eight-month senior unsecured promissory note received in April, 2013, described in detail below in the Commitments section of the MD&A. With development work completed, and the full ramp up of the mine’s operations, it is expected that sufficient funds will be generated to support the ongoing sustaining capital requirements.

Throughout 2013 the Company pursued opportunities to restructure the existing debt commitments, primarily focusing on increasing the duration of the existing facilities, either by extending the existing terms or through the buyout of the debt under new terms, enabling it to invest further funds into existing operations or pursue further improvements to the capital structure. Due to the events of December and the resulting shutdown and default on the Senior Facility, the Company accelerated the need for a complete refinancing of the capital structure, including a Company led buyout of the Senior Facility. In February 0f 2014 the Board of Directors of the Company appointed a Special Committee, comprised of two independent and one non-independent Director, to review the current options and work with the appointed advisor to develop and explore restructuring alternatives. Although the Company is currently in CCAA these efforts are ongoing and negotiations with the senior lender, DB, as well as the subordinated lenders are ongoing as the Company works to develop the Plan to allow for an exit from the Creditor Protection Proceedings by early 2015.

COMMITMENTS

On August 12, 2011, the Company entered into a Forward Gold Purchase Agreement (the “Agreement”) with Deutsche Bank, AG, London Branch (“Deutsche Bank”), which holds more than 10% of the Company’s issued and outstanding common shares. Under the Agreement the Company received a gross prepayment of $120 million (the “Prepayment”), of which net cash proceeds of $73.5 million were received on August 12, 2011. Under the terms of the Agreement, the Company has sold to Deutsche Bank, a Contract Quantity of Gold in the amount of 173,880 ounces to be delivered to Deutsche Bank over a forty-eight month term commencing September 2011. The scheduled future gold deliveries to Deutsche Bank are: (i) 1,000 ounces per month during the first nine months of the term; (ii) 2,000 ounces per month for the following nine months of the term; and, (iii) 4,330 ounces per month for the final thirty-nine months of the term. On February 7, 2012, the Company entered into a Second Forward Gold Purchase Agreement with Deutsche Bank (the “Second Agreement”). Under this agreement, the Company received a gross prepayment of $20 million, of which net cash proceeds of $18.9 million were received on February 8, 2012, in exchange for the future delivery of 650 ounces of gold per month, over a forty-three month term commencing March 31, 2012, representing total future delivery of 27,950 ounces of gold.

VERIS GOLD CORP.| 17

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

As previously discussed, on January 28, 2014, the Company received a notice of default from Deutsche, with respect to payment defaults under the forward gold purchase Agreements. The Notice of Default relates to the failure to make the monthly December gold delivery, or pay the cash equivalent of the gold delivery shortfall, for December, 2013, under each of the Agreements. As noted above, the Senior Facility has now been terminated as of June 9, 2014 and the entire $89.4 million is due effective immediately. As the Company is currently under a Court ordered stay this debt, along with all other debts incurred prior to June 9, 2014, are stayed from further payment until a plan of compromise and arrangement is approved by the Court.

On January 12, 2012, the Company entered into a forward sales contract with a related party (Note 10) which required delivery of 3,665 ounces of gold by June 12, 2012 or a cash payment of $6.0 million at the option of the related party. In June 2012 the Company and the counterparty agreed that the gold delivery required to settle the contract would be extended to August 30, 2012, resulting in an agreed upon late-settlement charge of 2.25% per month on the outstanding balance being imposed on the Company. This resulted in an additional charge of $0.4 million, or an estimated 165 ounces being due on August 30, 2012. During the second quarter of 2013, the Company and the counterparty agreed to extend settlement of the contract to June 30, 2013. Under the terms of the extension, the counterparty received the option to receive an amount of $6.6 million, or alternatively the right to receive 3,839 troy ounces of refined gold. No settlement was made on either June 30, 2013, or since. As part of the ongoing extension and renegotiation discussions since June 30, 2013, the Company made a payment of $0.5 million to the counterparty in September, 2013, this payment being almost entirely accrued interest. The fair value of the January 2012 forward contract as at June 30, 2014 was $7.1 million (December 31, 2013 - $6.8 million). The Company incurs certain contractor and lease expenses which are charged to the related party, and to date these charges remain unpaid ($0.9 million as at June 30, 2014). The Company is evaluating the legal alternatives with respect to such non-payment however believes that these charges may ultimately form the basis for the final settlement under the current Creditor Protection Proceedings.

On November 25, 2010, the Company entered into a gold sales contract which specifies that 6,255 troy ounces of refined gold would be sold to the counterparty by May 30, 2011. In return, the Company received an upfront payment of $7.0 million cash. No refined gold was delivered to the counterparty by May 30, 2011, and several extensions of the delivery date have been accepted by the counterparty since that date. As at June 30, 2014, the contract had not been settled. Since May, 2011, the Company has been accruing a late payment penalty of 2.25% per month until the last known maturity date, and has been considering a possible cash payment in lieu of a delivery of physical gold. The Company does not acknowledge any liability to pay interest at the accrued rate. The recorded value based on a mark-to-market valuation of the November 2010 forward contract as at June 30, 2014 was $17.3 million (December 31, 2013 - $17.3 million) however the Company believes that, based on the underlying legal documentation in place, this value is a reflection of the maximum potential liability and that the reasonable amount of the liability is approximately $10.5 million. As at June 30, 2014, no payments have been made for this forward agreement and the repayment of the gold forward is stayed under the current Creditor Protection Proceedings.

VERIS GOLD CORP.| 18

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

The Company issued unsecured convertible debentures on June 15, 2012, July 19, 2012, and October 11, 2012 for gross proceeds of C$6.0 million, C$4.0 million, and C$2.0 million, respectively (collectively, the "Debentures"). The Debentures bear interest at a rate of 11% per annum and have December 15, 2015, January 19, 2016, and April 11, 2016 maturity dates (the "Maturity Date"), respectively. At the option of the holder, the principal amount of the Debentures, and all interest accrued thereon, will be convertible into common shares of the Company (the "Shares") at any time after expiry of the four month hold period of the Debentures and prior to the close of business on the Maturity Date, based on a conversion price equal to the greater of: (a) $1.50; and, (b) the market price of the Shares, as defined in the TSX Company Manual, discounted by 5% per Share.

On April 12, 2013, the Company entered into a senior unsecured promissory note, which was amended on May 15, 2013 (the “Note”) with a principal sum of US$10.0 million. The Note bears an interest at a rate of 9% per annum and will mature on December 12, 2013, then January 12, 2014. In connection with the Note, the Company issued to the counterparty (the “Lender”) 3.4 million five-year common share purchase warrants with an exercise price of $1.80 per warrant. In connection with the Note transaction, the Company also paid a finder’s fee equal to 4% of the aggregate gross proceeds to Casimir Capital Ltd. (“Casimir”) and also issued Casimir 100,000 common share purchase warrants with an exercise price of $1.85 and a term of two years from the Closing Date. The Note provides that from and after the maturity date or at the election of the Lender an Event of Default (as defined in the Note), the principal may be converted, in minimum increments of $500,000 and no more than 20% of the original principal of the amended Note in any one 30-day period, into common shares of the Company based on a conversion price equal to the greater of: (a) US$0.50, provided that if the US$0.50 floor price would cause the Lender’s ownership interest in the Company to be greater than 19.9% of the Company’s issued and outstanding common shares, the floor price shall be the price that would cause the Lender’s ownership interest in the Company to be equal to 19.9% of the Company issued and outstanding common shares; and (b) the Market Price (as defined in the TSX Company Manual) of the Company’s common shares discounted by 10% per share. The ability of the Lender to exercise its option to convert the principal into common shares remains subject to TSX approval at the time of the conversion. In addition, pursuant to the terms of the Note, the Company issued to the Lender an additional 500,000 common share purchase warrants with an exercise price of US$1.80 and an expiry date of April 12, 2018. The Company used the proceeds of the Note to complete development of the Starvation Canyon Mine, which commenced preproduction on April 6, 2013. As of December 31, 2013 the US $10 million principal, and accrued interest of $0.5 million, had not been paid and remained outstanding. Subsequent to December 31, 2013 the Company entered into an agreement with the Lender to extend the maturity date of the Note to January 12, 2014, and to amend the exercise price of the related warrants from US$1.80 to CAD$0.50. The amendment to the exercise price of the warrants became effective as of February 14, 2014. The principal amount was not settled on the extended January 12, 2014 maturity date, this resulted in the Company incurring interest on the outstanding balance at a rate of 21% per annum, payable monthly. As at June 30, 2014, no further payments have been made for principal or interest due under this note and any further payments are stayed under the current Creditor Protection Proceedings.

VERIS GOLD CORP.| 19

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

On April 9, 2014, the Company closed financing in the form of the sale of a 0.5% Net Smelter Returns royalty for proceeds of $7.5 million. Proceeds were delivered to Veris Gold at the date of closing, April 10, 2014. The royalty relates to the production of gold and silver from the Company’s Jerritt Canyon mines and processing plant, operated by Veris Gold USA Inc. The royalty is applied, at a fixed rate of 0.5%, against proceeds from gold and silver products after deducting charges for treatment, refining, transportation, insurance, taxes and levies. The Company retains the right to buy-back the royalty until June 30, 2015 for the purchase price plus a premium based on the price of gold or alternatively if the Company enters into another royalty with an arms-length third party the buyback is calculated based on the sale price of the new royalty.

OUTLOOK:

As a result of the events leading up to, and including, the initiation of the Creditor Protection Proceedings, the Company has significantly curtailed non-essential capital expenditures. As discussed below, due to the lack of liquidity available to fund these expenditures during the Creditor Protection Proceedings he Company has not performed any drilling other than development related activities and has deferred any significant expenditures related to dewatering activities required to access additional reserves. This curtailment of capital expenditures, if continued, will eventually result in a decline in production levels however the Company believes it can maintain current production levels for an extended period of time. To support this level of production the Company is evaluating areas within Jerritt Canyon where reserves can be accessed in the near term, to supplement production from the existing underground mines. The Company is also in discussions with third parties for toll treatment of their ores, however continues to believe that Newmont USA Ltd. will be the primary source of this third party ore. As a result of the limited liquidity available during the Creditor Protection Proceedings, the Company will continue to limit capital expenditures and does not expect to have an active capital program unless and until the Company successfully emerges from the Creditor Protection Proceedings.

Despite the operational setbacks and lack of available liquidity the Company believes it can sustain a production level of between approximately 145,000 an 155,000 ounces from its three existing underground mines (including Starvation Canyon mine) with potential increases coming from the fourth new mine, Saval 4, with initial production targeted in the third quarter of 2014. To supplement the ores from the property, the Company has an existing toll milling agreement with Newmont USA Ltd. to process up to 45,000 tons per month which extends to December 31, 2014, adding incremental revenues and cash flows to the Jerritt Canyon operation.

As previously noted the Company has substantially completed all items under the Consent Decree, including extensive air emissions control equipment for mercury and other particulates at a number of emission sources at the roaster facility. With the signing of a second modified Consent Decree with the NDEP, the timelines have been revised for completing the remaining items (primarily the RDA seepage treatment) and ongoing requirements have been clearly defined. Testing of treatment methods for RDA seepage commenced in 2013 but will require several seasons to determine the most effective solution and also determine what potential bonding would be needed to secure the completion of that work.

VERIS GOLD CORP.| 20

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

The Company was unable to post the required $10 million of bonding in lieu of possible penalties (totaling $10.6 million) by May 31, 2014 related to the establishment of the RDA seepage treatment system, hence the penalties became due and payable which has already previously been recorded due to the uncertainty of meeting this obligation. This penalty now forms part of the unsecured creditor class of obligations recorded in the Creditor Protection Proceedings. The Company prepared and submitted the final Annual Work Plan to the State and the US Forest Service in June 2014 and has received preliminary notification related to the updated bonding requirements. The amounts required, totally approximately $14 million currently, are subject to further refinement and discussion, and the ability of the Company to post the required surety within the time frames required is uncertain and unlikely. The Company is continuing to discuss options for posting the surety while also completing the quantitative review of the revised estimates provided by each organization.

The consolidated financial statements are prepared on the basis that the Company will continue as a going concern. The Company’s ability to continue as a going concern and recover its investment in property, plant, and equipment and mineral properties is dependent on its ability to obtain additional financing in order to meet its planned business objectives and generate positive cash flows. However, there can be no assurance that the Company will be able to obtain additional financial resources or achieve profitability or positive cash flows. Failure to continue as a going concern would require that the Company's assets and liabilities be restated on a liquidation basis, which values could differ significantly from the going concern basis.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements as of June 30, 2014.

SUBSEQUENT EVENTS

RELATED PARTY TRANSACTIONS

During the three and six months ended June 30, 2014, the Company was charged a total of $0.2 million and $0.3 million, respectively (2013 - $0.1 million and $0.2 million, respectively) in legal fees by a law firm in which the corporate secretary of the Company is a partner. The amount owing at June 30, 2014 is $0.1 million (as at December 31, 2013 – $0.1 million).

VERIS GOLD CORP.| 21

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

In January 2012 the Company entered into a gold forward contract with a company related by common directors. The fair value of this liability was $7.1 million as at June 30, 2014 (December 31, 2013 - $6.8 million). For the three and six months ended June, 2014, there were no revaluation gains or losses and interest expense of $175 thousand and $342 thousand was recognized, respectively (2013 – $0.5 million and $0.2 million revaluation loss and $nil interest expense, respectively.

In July 2011 the Company entered into a royalty agreement with a company owned by a director of the Company. The royalty agreement arose in connection with the use of proprietary mercury emissions technology, owned by the related party, at Jerritt Canyon. During the three and six months ended June 30, 2014, a total of $0.1 million and $0.2 million, respectively, was charged to the Company under this agreement (2013 – $0.2 million and $0.2 million, respectively). The amount owing at June 30, 2014 is $0.4 million (December 31, 2013 – $0.2 million).

The amounts outstanding are unsecured and will be settled in cash. No expense has been recognized for bad or doubtful debts in respect of the amounts owed by related parties.

Compensation of key management personnel:

The remuneration of directors and other members of key management personnel during the periods were as follows:


		Three months ended June 30,		Six months ended June 30,
		2014	2013	2014	2013
Salaries, directors fees, and
	short-term benefits	$ 529	$ 681	$ 928	$ 1,043
Share-based payments		-	299	-	299
		$ 529	$ 980	$ 928	$ 1,342

The remuneration of directors and key executives is determined by the compensation committee and is dependent upon the performance of individuals, the performance of the Company, and external market trends.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and judgments that affect the amounts reported in the financial statements. By their nature, these estimates and judgments are subject to management uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant.

Critical accounting estimates that have the most significant effect on the amounts recognized in the financial statements are:

Capitalization of long-term mine development costs

The Company capitalizes mining and drilling expenditures that are deemed to have economic value beyond a one-year period. The magnitude of this capitalization involves a certain amount of judgment and estimation by the mine engineers. The magnitude of this capitalization makes this a critical accounting estimate.

VERIS GOLD CORP.| 22

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

Impairment testing of long-lived assets

At each reporting date, the Company reviews the carrying amounts of its long-lived assets to determine whether there is any indication that those assets are impaired. If such impairment exists, the recoverable amount of the asset is estimated in order to determine the extent, if any, of the impairment. Where the asset does not generate cash inflows that are independent from other assets, the Company estimates the recoverable amount of the cash generating unit (“CGU”) to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment is recognized immediately as an expense.

All capitalized exploration and evaluation expenditures are monitored for indications of impairment. Where a potential impairment is indicated, assessments are performed for each area of interest.

Where an impairment subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable value, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment been recognized for the asset (or CGU) in prior years. A reversal of an impairment is recognized as income immediately.

A National Instrument 43-101 compliant estimate of proven and probable reserves and measured, indicated & inferred resources for each mineral property is a critical estimate in evaluating long-lived assets for impairment. In addition, estimates such as the future price of gold and certain capital and operating cost estimates are critical estimates in the evaluation of potential impairment of long-lived assets.

Decommissioning and rehabilitation provisions

Reclamation costs are estimated at their fair value based on the estimated timing of reclamation activities and management’s interpretation of the current regulatory requirements in the jurisdiction in which the Company operates. Changes in regulatory requirements and new information may result in revisions to these estimates. The estimated asset retirement obligations on both the Jerritt Canyon property and the Ketza River property are fully funded at this date.

Income taxes

Deferred taxation is recognized using the liability method, on unused tax losses, unused tax credits, and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. However, the deferred taxation is not recognized for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit nor loss. Deferred taxation is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred taxation asset is realized or the deferred taxation liability is settled.

VERIS GOLD CORP.| 23

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the on unused tax losses, unused tax credits, and temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Share based payments and valuation of warrants

The fair value of stock options granted, measured using the Black-Scholes option pricing model, is used to measure share-based compensation expense. The Black-Scholes option pricing model requires the usage of certain estimates, which includes the estimated outstanding life of stock options granted.

When the Company issues Units that are comprised of a combination of common shares and warrants, the value is assigned to common shares and warrants based on their relative fair values. The fair value of the common shares is determined by the closing price on the date of the transaction and the fair value of the warrants is determined based on a Black-Scholes option pricing model. Those warrants which are denominated in a currency other than the Company’s functional currency are recognized on the statement of financial position as derivative instruments.

Derivative Instruments

All financial instruments that meet the definition of a derivative are recorded on the statement of financial position at fair value. Changes in the fair value of derivatives are recorded in the statement of operations. Management applies significant judgment in estimating the fair value of those derivatives linked to the price of gold.

RECENT ACCOUNTING PRONOUNCEMENTS

Recent accounting pronouncements issued are as follows:

Accounting standards adopted January 1, 2014

IFRIC 21 - Levies (“IFRIC 21”)

In May 2013, the IASB issued IFRIC 21 – Levies (“IFRIC 21”), an interpretation of IAS 37 – Provisions, Contingent Liabilities and Contingent Assets (“IAS 37”), on the accounting for levies imposed by governments. IAS 37 sets out criteria for the recognition of a liability, one of which is the requirement for the entity to have a present obligation as a result of a past activity or event (“obligating event”) described in the relevant legislation that triggers the payment of the levy. IFRIC 21 was effective January 1, 2014 and was applied retrospectively. The adoption of this interpretation did not have a significant impact on the Company’s condensed interim consolidated financial statements.

VERIS GOLD CORP.| 24

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

Accounting standards effective January 1, 2015 or later

ii)

IFRS 9 - Financial Instruments (“IFRS 9”)

The IASB intends to replace IAS 39 – Financial Instruments: Recognition and Measurement in its entirety with IFRS 9 – Financial Instruments (“IFRS 9”) which is intended to reduce the complexity in the classification and measurement of financial instruments. In February 2014, the IASB tentatively determined that the revised effective date for IFRS 9 would be January 1, 2018. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.

Outlook on Future Earnings

Future net earnings will be primarily impacted by gold production. For 2014, the Company has targeted revised production of 145,000 to 155,000 ounces of gold. The Company is forecasting mining production at its mines to increase in 2014 to over 3,500 tons per day once targeted production levels are reached the new Saval 4 underground mine, scheduled to commence operations late in the third quarter of 2014.

Items also impacting net earnings include the market price of gold price, and changes in fair values of the Company’s share purchase warrants with an exercise price denominated in Canadian dollars. Changes in the fair value of the share purchase warrants are primarily influenced by the Company’s share price as well as the Canadian to USD exchange rate. Generally, if either the share price or the volatility increase, or the Canadian dollar strengthens against the USD, with other factors remaining constant, the fair value of the warrant liability will increase and the Company will record an expense in its future earnings.

The IASB has a work plan in effect which continues to amend and add to current IFRS standards. The Company will monitor the progress of this work plan and assess the impact of the changes on the Company on a timely basis.

FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash and cash equivalents, receivables, restricted funds, accounts payable and accrued liabilities, borrowings, and derivative liabilities. The Company’s derivative liabilities include forward contracts, the embedded gold derivative component of borrowings, and warrants.

The Company’s financial assets and liabilities are classified as FVTPL and therefore are carried at fair value with changes in fair value recorded in income. Interest income and expense are both recorded in income. The Company’s financial assets and liabilities include cash and cash equivalents, restricted funds, and derivative assets and liabilities. The Company’s derivative liabilities are comprised of: (a) Warrants (considered derivatives due to being denominated in Canadian dollars, a different currency than the Company’s U.S. dollar functional currency); (b) derivative Forward Contracts; and, (c) the gold derivative embedded within the convertible debentures (the “Embedded Derivative”). The fair value of derivative forward contracts are made by reference to the gold spot price at period end. The fair value of the company’s share purchase warrants and embedded derivatives is determined using option pricing models.

VERIS GOLD CORP.| 25

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

Accounts receivables are classified as loans and receivables. Accounts payable and accrued liabilities, as well as the debt component of borrowings are classified as other liabilities and are measured at amortized cost, using the effective interest method. The fair values of accounts receivables, accounts payable and accrued liabilities approximate the carrying value because of the short term nature of these instruments.

RISK ASSESSMENT

There are numerous risks involved with gold mining and exploration companies and the Company is subject to these risks. The Company’s major risks and the strategy for managing these risks are as follows:

Gold price volatility

The price of gold has been historically volatile and this volatility will likely continue both near-term and long-term. Management’s strategy in dealing with this volatility is to expose gold produced by Jerritt Canyon to this volatility (i.e. sell gold at market rates as produced), thus participating in upward movements in price of gold, while also being exposed to downward movements in the price of gold. The Company has currently entered into two derivative forward contracts whereby future settlement will be determined by the future market price of gold. As repayment of these obligations is referenced to the gold spot price, increases in the price of gold will increase the cost of payment.

Further, the Senior Secured Gold Facility with Deutsche Bank, entered into on August 12, 2011 and February 7, 2012 includes the obligation to deliver gold, and/or make net-cash settlements that are a derivative of the market price of gold on the date of the scheduled delivery amount.

Estimates of reserves and resources

Resource estimates involve a certain level of interpretation and professional judgment. In the past the Company opted to utilize the services of Practical Mining LLC and other experienced Independent Consultantsin the National Instrument 43-101 work for both the Jerritt Canyon mine and the Ketza River project. This ensures a consistent methodology is utilized from property to property.

Environmental risk

Environmental factors must be taken into account at all stages of project development and during mining operations. The Company understands that it is critical to long-term success to operate in an environmentally conscious manner. The operations in Nevada are subject to close environmental regulation from the NDEP and the Company is currently operating under the terms of a Consent Decree signed in October 2009. The Company must continue to comply with the terms and deadlines of the Consent Decree or be subject to further fines until it returns to compliance.

Safety risk

The mining business can present some significant safety risks during all phases of project/mine life. The Company has undertaken several safety related capital improvements to the Jerritt Canyon facilities since acquiring the property in 2007 to mitigate the impact of these risks. These safety related improvements continue to be a component of the capital budget.

VERIS GOLD CORP.| 26

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

Liquidity risk (ability to raise capital)

The availability of capital is dependent on both macroeconomic factors and the Company’s track record in utilizing capital. The industry continues to go through a period of credit tightening, with heightened security requirements and lowered funding expectations, which present significant challenges to companies attempting to obtain financing. The ability to obtain regular debt financing continued to prove difficult for companies without a sufficient history of sustainable earnings.

The Company was able to obtain funds financing in 2013 and 2012 through both debt and equity markets. The Company was able to raise equity financing with both a public offering and a private placement during 2013. Debt financing in 2013 was done by way of issuing the $10 million Note. 2013 experienced downward pressures on market metal prices, with significant declines in precious metal prices. The fall in the gold price resulted in the exodus of capital in gold equities, and as with most gold-mining companies directly impacted the Company’s market capitalization thus increasing the difficulty to do any significant forms of equity financing without incurring significant dilution. Management attempts to use capital resources as efficiently as possible, while being aware of the need to invest money in the finding and developing future gold-bearing ore bodies. The Company’s previously discussed default status with certain creditors has increased the risk relating to the ability to raise capital.

Exploration for future gold resources and reserves

Exploration can be a very capital intensive undertaking for the Company. Management understands this risk and attempts to use available resources as efficiently as possible. The Company determines an appropriate level of exploration expenditures during the budgeting process and the results of these programs are assessed to determine future level of exploration activity.

OUTSTANDING SHARE DATA

The following is the outstanding share information for Veris as of August 15, 2014:

	# Outstanding (000')
Common shares issued and outstanding	154,378

		Weighted average	Weighted average
Outstanding equity instruments	# Outstanding (000')	Exercise price	Years to expiration
Warrants	44,550	$ 1.50	1.9
Stock options	4,320	$ 2.83	1.1

VERIS GOLD CORP.| 27

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

DISCLOSURE CONTROLS AND PROCEDURES

Based upon the evaluation of the effectiveness of the disclosure controls and procedures regarding the Company’s consolidated financial statements for the year ended December 31, 2013 and this MD&A, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were effective to ensure that material information relating to the Company was made known to others within the Company particularly during the period in which this report and accounts were being prepared, and such controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under regulatory rules and securities laws is recorded, processed, summarized and reported, within the time periods specified. Refer below to Internal Control Over Financial Reporting. Management of the Company recognizes that any controls and procedures can only provide reasonable assurance, and not absolute assurance, of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Management, including the Chief Executive Officers and Chief Financial Officer, has assessed:

(i)

the design and evaluated the effectiveness of the Company’s disclosure controls and procedures and

(ii)

the design of the company’s internal control over financial reporting as of December 31, 2013 pursuant to the certification requirements of National Instrument 52-109. Management has satisfied itself that no material misstatements exist in the Company’s financial reporting at September, 2013.

ADDITIONAL INFORMATION

Additional information may be examined or obtained through the internet by accessing the Company’s website at www.verisgold.com or by accessing the Canadian System for Electronic Data Analysis and Retrieval (SEDAR) website at www.sedar.com.

FORWARD LOOKING STATEMENTS

This report contains “forward-looking statements”, including all statements that are not historical facts, and forward looking information within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian Securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the future price of gold, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of deposits, success of exploration activities, permitting time lines, currency exchange rate fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. 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”.

VERIS GOLD CORP.| 28

VERIS GOLD CORP.

Management’s Discussion and Analysis

For the three and six month period ended June 30, 2014

With respect to forward-looking statements and the information included in this MD&A, we have made numerous assumptions, including, among other things, assumptions about the price of gold, anticipated costs and expenditures and our ability to achieve our goals, even though our management believes that the assumptions made and the expectations represented by such statements or information will prove to be accurate. 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: gold price volatility; discrepancies between actual and estimated production and mineral reserves and resources; the speculative nature of gold exploration; mining operational and development risk; and regulatory risks. See our Annual Information Form for additional information on risks, uncertainties and other factors related.

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.

VERIS GOLD CORP.| 29

Exhibit 99.2

Condensed Interim Consolidated Financial Statements

(Expressed in United States Dollars)

VERIS GOLD CORP.

For the three and six months ended June 30, 2014 and 2013

Condensed Interim Consolidated Statements of Financial Position

(In thousands of US dollars - Unaudited)


			June 30,	December 31,
ASSETS		Note	2014	2013
Current assets:
	Cash		$ 2,793	$ 1,161
	Accounts receivable and other		4,948	6,407
	Inventories	7	25,615	24,643
			33,356	32,211
Restricted funds		8	56,375	56,369
Mineral property, plant and equipment		9	216,780	223,600
Other assets			652	652
Total Assets			$ 307,163	$ 312,832

LIABILITIES
Current liabilities:
	Accounts payable and accrued liabilities		$ 88,038	$ 84,373
	Senior secured gold facility	13	83,167	77,309
	Forward contracts	11	24,428	24,086
	Convertible debt	14	11,012	10,000
	Finance lease obligations	17	3,045	3,174
	Embedded derivative liabilities	13,14,15	84	393
			209,774	199,335
Warrants		12	1,518	3,322
Convertible debt		14	7,029	5,521
Net smelter returns royalty facility		15	6,758	-
Deferred tax liabilities			783	785
Decommisioning and rehabilitation provisions		16	55,861	54,970
Finance lease obligations		17	920	2,414
			282,643	266,347
EQUITY
	Share capital	18	453,534	453,534
	Share based payments reserve	18	37,510	37,510
	Accumulated other comprehensive income		996	1,050
	Deficit		(467,520)	(445,609)
			24,520	46,485

Total Liabilities and Equity			$ 307,163	$ 312,832

See accompanying notes to consolidated financial statements.

Nature of operations and going concern – Note 1

Commitments and contingencies – Note 23

Subsequent events – Note 25

Approved on behalf of the Board on August 15, 2014:

“Gerald Ruth”

Director

”Francois Marland”

Director

VERIS GOLD CORP.| 2

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss

For The Three and Six Months Ended June 30, 2014 and 2013

(In thousands of US dollars, except for share and per share amounts - Unaudited)


			Three months ended June 30,		Six months ended June 30,
		Note	2014	2013	2014	2013

Revenue		20	$ 53,354	$ 46,646	$ 88,985	$ 92,006
Cost of sales			49,304	42,141	84,722	87,085
Gross margin before depreciation and depletion			4,050	4,505	4,263	4,921
Depreciation and depletion			6,722	4,908	12,592	9,089
Loss from mine operations			(2,672)	(403)	(8,329)	(4,168)
General and administrative expenses			2,152	2,330	3,580	4,093
Loss from operations			(4,824)	(2,733)	(11,909)	(8,261)
Other (expense) income:
	Interest expense	4	(4,956)	(1,995)	(10,586)	(2,982)
	Finance and transaction costs	5	(17)	(1,002)	(304)	(1,602)
	Derivative gain	6	2,342	12,230	2,142	14,317
	Environmental costs		(475)	(559)	(961)	(955)
	Other income (expense)		91	(66)	68	(18)
	Foreign exchange income (loss)		(253)	(27)	10	(87)
			(3,268)	8,581	(9,631)	8,673
Loss before income taxes			(8,092)	5,848	(21,540)	412
Income tax expense
	Current		-	-	(371)	-
	Deferred		-	8	-	(1,098)
Loss for the period			(8,092)	5,856	(21,911)	(686)

Other Comprehensive Loss, net of tax:
Items that may be reclassified subsequently to loss:
	Foreign currency translation adjustments		412	(790)	(54)	(1,291)
Total Comprehensive Loss			$ (7,680)	$ 5,066	$ (21,965)	$ (1,977)
(Loss) income per share – basic		22	(0.05)	0.05	(0.14)	(0.01)
(Loss) income per share – diluted		22	(0.05)	0.05	(0.14)	(0.01)

Weighted average number of shares outstanding
	Basic		154,378,365	107,641,344	154,378,365	107,641,344
	Diluted		154,378,365	126,486,757	154,378,365	107,641,344

See accompanying notes to consolidated financial statements.

VERIS GOLD CORP.| 3

Condensed Interim Consolidated Statements of Shareholders’ Equity

For The Six Months Ended June 30, 2014 and 2013

(In thousands of US dollars and thousands of common shares - Unaudited)


			Share Capital, Note 18		Share based payments reserve	Accumulated other comprehensive (loss) income
			Share Capital, Note 18


		Note	Number	Amount			Deficit	Total
Balance at January 1, 2013			107,641	$ 438,313	$ 36,663	$ 2,642	$ (378,957)	$ 98,661
Total comprehensive loss
	Net loss		-	-	-	-	(686)	(686)
	Other comprehensive loss		-	-	-	(1,291)	-	(1,291)
			-	-	-	(1,291)	(686)	(1,977)

Share based payment expense		18(d)	-	-	405	-	-	405
Issued with convertible debt		18(c)(i)			58			58
Balance at June 30, 2013			107,641	$ 438,313	$ 37,126	$ 1,351	$ (379,643)	$ 97,147

Balance at January 1, 2014			154,378	$ 453,534	$ 37,510	$ 1,050	$ (445,609)	$ 46,485
Total comprehensive loss
	Net loss		-	-	-	-	(21,911)	(21,911)
	Other comprehensive loss		-	-	-	(54)	-	(54)
			-	-	-	(54)	(21,911)	(21,965)

Balance at June 30, 2014			154,378	$ 453,534	$ 37,510	$ 996	$ (467,520)	$ 24,520

See accompanying notes to consolidated financial statements.

VERIS GOLD CORP.| 4

Condensed Interim Consolidated Statements of Cash Flows

For The Three and Six Months Ended June 30, 2014 and 2013

(In thousands of US dollars - Unaudited)


					Amended (Note 24)		Amended (Note 24)
				Three months ended June 30,		Six months ended June 30,
			Note	2014	2013	2014	2013

Operating activities
	Net (loss) income for the period			$ (8,092)	$ 5,856	$ (21,911)	$ (686)
	Items not affecting cash:
		Depreciation and depletion		6,722	4,908	12,592	9,089
		Recognition of deferred revenue		-	(8,386)	-	(14,831)
		Finance cost (income)		-	(9,413)	2,465	(9,232)
		Interest on senior secured gold facility	13	2,711	-	5,858	-
		Deferred tax (recovery) expense		-	(14)	-	1,098
		Mark to market on embedded derivatives		(177)	-	(304)	-
		Share based payments		-	329	-	405
		Unrealized foreign exchange loss		290	(85)	(42)	(62)
	Change in non cash working capital		19	2,654	2,944	5,005	12,698
	Cash settlement of deferred revenue			-	-	-	(4,233)
				4,108	(3,861)	3,663	(5,754)
Investing activities
	Development stage gold sales			-	3,517	-	3,517
	Property, plant and equipment expenditures			(3,333)	(2,421)	(3,347)	(5,167)
	Restricted funds			(18)	17	(18)	6,382
	Mineral property expenditures			(2,820)	(8,617)	(6,026)	(12,444)
				(6,171)	(7,504)	(9,391)	(7,712)
Financing activities
	Proceeds from net smelter returns
		royalty facility	15	7,500	-	7,500	-
	Proceeds from derivative gold forward contracts		11	444	-	4,445	-
	Settlement of derivative gold forward contracts		11	(4,591)	-	(4,591)	-
	Proceeds from issuance of convertible
		debentures, net of transactions costs	14	-	9,555	-	9,555
				3,353	9,555	7,354	9,555
Effect of exchange rate changes on cash				-	(52)	6	(143)
Increase (decrease) in cash				1,290	(1,862)	1,632	(4,054)
Cash, beginning of period				1,503	7,103	1,161	9,295
Cash, end of period				$ 2,793	$ 5,241	$ 2,793	$ 5,241

Supplemental cash flow information (Note 19)

See accompanying notes to consolidated financial statements.

VERIS GOLD CORP.| 5

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

Nature of operations and going concern

Veris Gold Corp (the “Company” or “Veris”) is a gold metal producer engaged in the mining, exploration and development of mineral properties located in Canada and the United States. The Company is incorporated under the laws of the Province of British Columbia, Canada and its shares were listed on the Toronto Stock Exchange and the Frankfurt Exchange prior to the Filing Date, as described below.

The Company’s registered address is 999 West Hastings Street, Suite 1040, Vancouver, British Columbia, Canada V6C 2W2.

The condensed interim consolidated financial statements of the Company as at June 30, 2014, and December 31, 2013, and for the three and six months ended June 30, 2014 and 2013, comprise the Company and its wholly owned subsidiaries (Note 2(c)).

On January 28, 2014, the Company received a Notice of Default under the terms of the Senior Secured Gold Facility held with Deutsche Bank AG, London Branch (“Deutsche Bank”). The Notice of Default arose from the failure of the Company to deliver the required gold as at December 31, 2013 or pay the cash equivalent of the gold delivery shortfall as required under the Forward Gold Purchase Agreements dated August 12, 2011 and February 7, 2012 (the “Senior Secured Gold Forward Facility”) (Note 13). The Company has not delivered any gold or made cash payments to Deutsche Bank at any time since the Notice of Default.

On June 3, 2014, the Company received Notices of Early Termination Date from Deutsche Bank requiring the Company to make payments totaling $89.4 million under the terms of the Senior Secured Gold Forward Facility. Failing to make payments by June 9, 2014 would allow Deutsche Bank to take such steps as necessary to enforce its rights against the Company.

On June 9, 2014, the Company sought creditor protection under the Companies’ Creditors Arrangement Act (the “CCAA”) and the British Columbia Supreme Court (the “Court”) issued an order granting the Company’s application for creditor protection. The CCAA proceedings cover the Company and its wholly-owned subsidiaries, Queenstake Resources Ltd., Ketza River Holdings Ltd., and Veris Gold USA, Inc. Ernst & Young Inc. (the “Monitor”) has been appointed by the Court as monitor in the CCAA proceedings and will be responsible for reviewing Veris’ ongoing operations, liaising with creditors and other stakeholders and reporting to the Court. On June 9, 2014, the Company also filed a Chapter 15 case in the United States Bankruptcy Court for the District of Nevada (the “US Court”). The US Court agreed to a temporary restraining order which will remain in effect pending a full hearing on the application for recognition of the CCAA proceedings pursuant to the Chapter 15 of the US Bankruptcy Code, currently scheduled for August 29, 2014. The Company, Veris Gold Corp., and the wholly owned subsidiaries of the Company are parties to the CCAA and Chapter 15 proceedings (collectively, the “Creditor Protection Proceedings”). The Company had been granted provisional relief under Section 1519 of the US Bankruptcy Code as of June 9, 2014 and the US Court entered a formal order on July 23, 2014. As a result, the United States creditors are restrained from taking action against the Company and the other CCAA Petitioners, including Veris Gold USA, Inc.

On July 4, 2014, the Company obtained an order from the Court extending the period of the Court-ordered stay of proceedings against Veris and its subsidiaries under CCAA up to and including July 31, 2014. On August 1, 2014, the Company obtained an extension of the period of the Court-ordered stay of proceedings up to and including September 4, 2014.

VERIS GOLD CORP.| 6

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

While under CCAA protection, Veris will continue attempting to restructure its financial affairs under the supervision of the Monitor. The Company will seek input from its creditors and other stakeholders, with a view to developing a comprehensive restructuring plan (the “Restructuring Plan”) to return the Company to viability or to maximize value for all stakeholders. Any such restructuring will be undertaken for the purpose of further enhancing the Company’s long term financial health, liquidity and competitiveness. The Restructuring Plan will likely include strategic, operation, financial, and corporate elements.

The successful emergence of the Company from the Creditor Protection Proceedings and full implementation of any Restructuring Plan are expected to be subject to numerous conditions and approvals from key creditors, stakeholders, the Court and the US Court. There can be no assurance that all required conditions will be met and all required approvals obtained nor that the Company will ultimately emerge from the Creditor Protection Proceedings. If the Company fails to implement the Restructuring Plan within the time granted by the Court, substantially all of the debt obligations become immediately due and payable, potentially leading to the liquidation of the Company’s assets.

The condensed interim consolidated financial statements for the three and six months ended June 30, 2014 have been prepared using International Financial Reporting Standards (“IFRS”), as applied by the Company prior to the Creditor Protection Proceedings. While the Company and its subsidiaries have filed for and been granted creditor protection under the Creditor Protection Proceedings, these condensed interim consolidated financial statements do not purport to reflect or provide for any of the consequences of the Creditor Protection Proceedings and have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. However, it is not possible to predict the outcome of the Creditor Protection Proceedings and, as such, there is substantial doubt regarding the realization of the assets and discharge of liabilities.

The Creditor Protection Proceedings provide the Company with a period of time to stabilize its operations and financial condition and develop a comprehensive Restructuring Plan. Management believes that these actions make the going concern basis appropriate. However, it is not possible to predict the outcome of the Creditor Protection Proceedings and accordingly substantial doubt exists as to whether the actions taken in any restructuring will result in improvements to the financial condition of the Company sufficient to allow it to continue as a going concern. If a Restructuring Plan is not approved and the Company fails to emerge from the Creditor Protection Proceedings, the Company could be forced into bankruptcy resulting in the liquidation of the Company’s and its subsidiaries’ assets. Under a liquidation scenario, adjustments would be necessary to the carrying amounts and/or classification of assets and liabilities in these condensed interim consolidated financial statements. If the going concern assumption were not appropriate for such financial statements, then significant adjustments would be necessary in the carrying amounts and/or classification of assets and liabilities.

For properties other than the producing mine at Jerritt Canyon, Nevada, the Company is in the process of mineral exploration and has yet to determine whether these properties contain reserves that are economically recoverable. The recoverability of the amount shown for these mineral properties is dependent upon the existence of economically recoverable reserves, confirmation of the Company's ownership interest in the mining claims, the ability of the Company to obtain necessary financing to complete the development, and upon future profitable production or proceeds from the disposition of the mineral properties.

VERIS GOLD CORP.| 7

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

The Company had a loss from operations of $11.9 million for the six months ended June 30, 2014 (2013 - $8.3 million loss), and a $3.7 million inflow of cash from operating activities for the same period (2013 - outflow of $5.8 (Amended, Note 24)). At June 30, 2014 the Company had a working capital deficiency of $176.4 million (December 31, 2013 - $167.1 million) and an accumulated deficit of $467.5 million (December 31, 2013 - $445.6 million). The factors discussed above reflect the existence of material uncertainties that cast significant doubt about the Company’s ability to continue as a going concern. The Company will be required to raise funds through the issuance of equity or debt and successfully develop and implement a Restructuring Plan in the CCAA proceedings. Realization values may be substantially different from carrying values as shown and the Company’s condensed interim consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Further, a Court-approved Restructuring Plan in the CCAA proceedings could materially change the carrying amounts and classifications reported in the condensed interim consolidated financial statements.

Basis of preparation

(a)

Statement of compliance

These condensed interim consolidated financial statements have been prepared in accordance with IAS 34 - Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain disclosures included in annual financial statements prepared in accordance with the International Financial Reporting Standards (“IFRSs”) as issued by the IASB have been condensed or omitted and these unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2013.

The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates and judgments when applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 2(d).

(b)

Comparative information

During the six months ended June 30, 2014, the Company changed the presentation of its financial statements in order to provide financial statement users with more relevant information. Prior period comparative figures have been amended to conform to the current period’s presentation. In prior periods included in finance and transactions costs, as presented on the condensed interim consolidated statement of operations and comprehensive income, were the following items: interest expense, including accretion of decommissioning and rehabilitation provisions; environmental costs; finance and transaction costs; and, other expenses. These items are all now separately presented on the condensed interim consolidated statement of operations and comprehensive loss. Similarly, in prior periods derivative gains and losses, including those on derivative warrant liabilities, were included in interest and other income as was presented on the condensed interim consolidated statement of operations and comprehensive loss, these derivative gains and losses are now presented separately on the condensed interim consolidated statement of operations and comprehensive loss. Further, in prior periods the current portion of finance lease obligations was included in accounts payable and accrued liabilities as was presented on the condensed interim consolidated statements of financial position and this item is now separately presented. There was no impact on total loss before income taxes in periods presented.

VERIS GOLD CORP.| 8

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

(c)

Basis of consolidation

These condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company. Control exists when the Company has power over an investee, when the Company is exposed, or has rights, to variable returns from the investee and when the Company has the ability to affect those returns through its power over the investee. Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition up to the effective date of disposition or loss of control. The principal subsidiaries of the Company and their geographic locations at June 30, 2014 were as follows:


Property	Location	Ownership
Ketza River Holdings Ltd.	Yukon	100%
Veris Gold U.S.A. Inc.	Nevada	100%

(d)

Significant judgments and estimates

IFRS requires management to make estimates and judgments that affect the amounts reported in the financial statements. By their nature, these estimates and judgments are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Estimates are reviewed continually and adjusted as needed based on historical experience and other factors. Revisions to estimates and the resulting impacts on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively. The critical judgments and estimates applied in the preparation of the Company’s condensed interim consolidated financial statements for the three and six months ended June 30, 2014 are consistent with those applied and disclosed in notes 3 and 4 of the Company’s audited consolidated financial statements for the year ended December 31, 2013.

Changes in accounting standards

Accounting standards adopted January 1, 2014

IFRIC 21 - Levies (“IFRIC 21”)

Accounting standards effective January 1, 2015 or later

ii)

IFRS 9 - Financial Instruments (“IFRS 9”)

VERIS GOLD CORP.| 9

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

Interest expense

Interest expense is comprised of:


		Three months ended June 30,		Six months ended June 30,
	Note	2014	2013	2014	2013
Interest on senior secured gold facility	13	$ (2,711)	$ -	$ (5,858)	$ -
Interest on convertible debt	14	(1,334)	(1,509)	(2,504)	(1,971)
Interest on trade payables		-	-	(477)	-
Accretion of decommissioning and
rehabilitation provisions	16	(438)	(380)	(903)	(753)
Interest on finance leases	17	(84)	(117)	(199)	(229)
Interest on forward contracts	11	(175)	-	(342)	-
Interest on net smelter returns royalty
facility	15	(120)		(120)	-
Other interest (expense) income		(94)	11	(183)	(29)

		$ (4,956)	$ (1,995)	$ (10,586)	$ (2,982)

Finance and transaction costs

Finance and transaction costs are comprised of:


		Three months ended June 30,		Six months ended June 30,
	Note	2014	2013	2014	2013
Finance and transaction costs		$ (17)	$ (553)	$ (304)	$ (635)
Transaction costs recognized on senior secured gold facility
senior secured gold facility	13	-	(449)	-	(967)

		$ (17)	$ (1,002)	$ (304)	$ (1,602)

Derivative gain (loss)

Derivative gain (loss) is comprised of:


		Three months ended June 30,		Six months ended June 30,
	Note	2014	2013	2014	2013
Gain on warrants	(i)	$ 2,267	$ 8,812	$ 1,984	$ 9,570
(Loss) gain on revaluation of gold
forwards	(ii)(a)	(102)	2,671	(146)	4,004
Gain on convertible debt
embedded derivatives	(ii)(b)	92	747	153	743
Gain on senior secured gold
embedded derivatives	(ii)(c)	116	-	182	-
Loss on net smelter returns
royalty embedded derivatives	(ii)(d)	(31)	-	(31)	-
		$ 2,342	$ 12,230	$ 2,142	$ 14,317

(i)

The warrants denominated in Canadian dollars are revalued at each reporting period and the change in fair value recorded in net income (Note 12).

VERIS GOLD CORP.| 10

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

(ii)

Gain (loss) on derivatives is comprised of:

Three gold forward contracts entered into in November 2010, January 2012, and March 2014 are accounted for as derivatives.

The fair value of the November 2010 forward contract as at June 30, 2014 was $17.3 million (December 31, 2013 - $17.3 million) with no resulting revaluation gains or losses being recognized in the three and six months ended June 30, 2014 (2013 – $3.2 million and $4.2 million revaluation gain, respectively) (Note 11).

The fair value of the January 2012 forward contract as at June 30, 2014 was $7.1 million (December 31, 2013 - $6.8 million) with $175 thousand and $342 thousand in interest expense and no resulting revaluation gains or losses being recognized, respectively, in the three and six months ended June 30, 2014 (2013 – $nil and $nil interest expense and $0.5 million and $0.2 million revaluation loss, respectively). As at June 30, 2014, the Company and the counterparty were in ongoing negotiations to extend the settlement date of this forward contract.

The March 2014 forward contract was settled upon delivery of 3,500 troy ounces of gold in April 2014, with $102 thousand and $146 thousand resulting revaluation losses being recognized, respectively, in the three and six months ended June 30, 2014 (Note 11).

The share conversion option within the convertible debts issued on June 15, 2012, July 19, 2012, October 11, 2012, and April 12, 2013 (Note 14) represents an embedded derivative liability for accounting purposes. These embedded derivatives are bifurcated from the convertible debenture contracts and are recorded at fair value both at inception and at each reporting period based on quoted market prices for the common stock of the Company, with changes in fair value being recognized through other income or loss. On June 30, 2014 the fair value of the embedded derivatives was $6 thousand (2013 - $164 thousand) with revaluation gains of $92 thousand and $153 thousand being recognized, respectively, in the three and six months ended June 30, 2014 (2013 - $743 thousand and $747 thousand, respectively).

The variable nature of gold payments, represented by the minimum and maximum prices on future gold deliveries (the “Collars”) relating to the Senior Secured Gold Facility, were determined to be embedded derivatives (Note 13). The fair value of the Collars was $47 thousand at June 30, 2014 (December 31, 2013 - $229 thousand) resulting in a gain of $116 thousand and $182 thousand being recognized, respectively, in the three and six months ended June 30, 2014 (2013 - $nil and $nil revaluation gains or losses, respectively) (Note 13).

The Buy-Back option within the Net Smelter Return Royalty represents an embedded derivative liability for accounting purposes due to the variable nature of the gold price used to determine the buy-back option premium. The fair value of the Buy-Back option was $nil at inception and $31 thousand as at June 30, 2014, resulting in a loss of $31 thousand being recognized in the three and six months ended June 30, 2014 (Note 15).

VERIS GOLD CORP.| 11

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

Inventories


	June 30,	December 31,
	2014	2013
Finished goods	$ 3,976	$ 1,696
Stockpiled ore	8,763	9,178
Work in progress	5,542	5,229
Materials and supplies	7,334	8,540
	$ 25,615	$ 24,643

All of the Company’s inventories on hand are located at the Jerritt Canyon mine in Nevada, USA. As at June 30, 2014 there is a net realizable value provision recorded against materials and supplies inventory of $0.7 million (December 31, 2013 - $0.7 million).

Restricted funds


		June 30,	December 31,
	Note	2014	2013
Chartis commutation account	(a)	$ 25,555	$ 25,538
Chartis money market account	(a)	25,273	25,272
Gold forward sale performance reserve	(c)	2,000	2,000
Water use license letter of credit	(b)	2,885	2,895
Cash pledged as security for letters of credit		662	664
		$ 56,375	$ 56,369

(a)

The Company purchased from American Insurance Group (AIG), now known as Chartis, an environmental risk transfer program (the “ERTP”). As part of the ERTP, $25.5 million was on deposit in an interest-bearing account with AIG (the Commutation Account). The Commutation Account principal plus interest earned on the principal is used to fund Jerritt Canyon mine’s ongoing reclamation and mine closure obligations (Note 16).

During 2010 the Company was required to provide further surety to the Nevada Division of Environmental Protection (“NDEP”) and the US Forestry Service to fund the ongoing reclamation and mine closure obligations. To meet this additional surety requirement, the Company currently has on deposit $25.3 million in money market accounts with Chartis.

During the year ended December 31, 2013, the Company made a payment of $1.7 million to fund obligations with the ERTP and a payment of $1.7 million to fund additional surety bond requirements with the NDEP.

During the three and six months ended June 30, 2014, the Company earned interest in the amount of $nil from the commutation and money market accounts (2013 - $nil).

(b)

As required by The Yukon Territorial Government, the Company has funds on deposit in an interest-bearing account with Toronto Dominion Bank reserved for future exploration work in the Yukon related to the Ketza River project.

(c)

As part of the Senior Secured Gold Facility agreement dated August 12, 2011, the Company was required to deposit $10 million in an escrow account held in the Company’s name. These funds were to be made available when defined production targets were met (Note 13). The Company met the defined production targets and $8 million of the funds held in escrow were received in February, 2013, the final $2 million originally to be released upon settlement of the final scheduled monthly gold delivery. With the early termination date of the facility on June 9, 2014 the use of the final $2 million will be dealt with in connection with the Restructuring Plan.

VERIS GOLD CORP.| 12

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

Mineral property, plant and equipment

Mineral property, plant and equipment comprise:


	Mineral Properties		Land and Buildings	Plant and Equipment	Construction in Progress	Other	Total
	Mineral Properties
	Non-depletable	Depletable
Cost
December 31, 2012	$ 91,881	$ 21,719	$ 52,214	$ 116,547	$ 35,062	$ 1,805	$ 319,228
Additions	16,837	11,920	-	4,285	8,247	14	41,303
Disposals	-	-	-	(460)	-	-	(460)
Commenced Use (d)	-	-	-	34,357	(34,357)	-	-
Development stage							-
gold sales (c)	(3,517)	-	-	-	-	-	(3,517)
Production							-
commencement, (c)	(12,890)	12,890	-	-	-	-	-
Foreign exchange	(5,219)	-	(117)	(93)	-	(31)	(5,460)
December 31, 2013	87,092	46,529	52,097	154,636	8,952	1,788	351,094
Additions	1,094	3,866	-	151	1,099	-	6,210
Foreign exchange	(294)	-	(6)	(4)	-	-	(304)
June 30, 2014	$ 87,892	$ 50,395	$ 52,091	$ 154,783	$ 10,051	$ 1,788	$ 357,000
Accumulated depreciation & Impairment
December 31, 2012	$ 31,763	$ 2,008	$ 12,201	$ 28,375	$ -	$ 1,279	$ 75,626
Depreciation & depletion	-	7,859	646	13,031	-	272	21,808
Disposals	-	-	-	(72)	-	-	(72)
Impairment (b)	31,708	-	1,564	23	-	5	33,300
Foreign exchange	(3,060)	-	(3)	(89)	-	(16)	(3,168)
December 31, 2013	60,411	9,867	14,408	41,268	-	1,540	127,494
Depreciation & depletion	-	4,527	882	7,465	-	87	12,961
Foreign exchange	(225)	-	(6)	(4)	-	-	(235)
June 30, 2014	60,186	14,394	15,284	48,729	-	1,627	140,220
Carrying Value
December 31, 2012	$ 60,118	$ 19,711	$ 40,013	$ 88,172	$ 35,062	$ 526	$ 243,602
December 31, 2013	$ 26,681	$ 36,662	$ 37,689	$ 113,368	$ 8,952	$ 248	$ 223,600
June 30, 2014	$ 27,706	$ 36,001	$ 36,807	$ 106,054	$ 10,051	$ 161	$ 216,780

VERIS GOLD CORP.| 13

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)


	Jerritt Canyon	Ketza River	Other	Total
	(c)/(d)/(e)	(a)
Net book value
December 31, 2012	$ 191,546	$ 51,841	$ 215	$ 243,602
Additions	38,760	2,529	14	41,303
Disposals	(388)	-	-	(388)
Development stage				-
gold sales (c)	(3,517)	-	-	(3,517)
Depletion/depreciation	(21,593)	(120)	(95)	(21,808)
Impairment (b)	-	(33,300)	-	(33,300)
Foreign exchange	-	(2,277)	(15)	(2,292)
December 31, 2013	$ 204,808	$ 18,673	$ 119	$ 223,600
Additions	5,276	934	-	6,210
Depletion/depreciation	(12,944)	-	(17)	(12,961)
Foreign exchange	-	(69)	-	(69)
June 30, 2014	$ 197,140	$ 19,538	$ 102	$ 216,780

(a)

Ketza River property, Yukon:

The Company has a 100% interest in the Ketza River property including 802 mining claims and leases, a mill and all associated equipment.

(b)

During the three and six months ended June 30, 2014 and year ended December 31, 2013 the Company assessed the carrying values of its mineral properties for indications of impairment. During the three and six months ended June 30, 2014 the Company did not record any impairment charge as there were no indications of impairment. During the year ended December 31, 2013 the Company believed that certain indicators such as the recent downturn in the resource industry, specifically in relation to exploration and development phase mining projects and the volatility in the global economy, which had negatively affected precious metals prices, have contributed to the decrease in the Company’s share price. As a result, the Company determined that the carrying value of its Yukon exploration properties exceeded the expected net present value of its future cash flows. The Company recorded an impairment charge of $33.3 million as at December 31, 2013. For the purposes of the impairment assessment, the Company projected a long term gold price per ounce of $1,300 and assessed the recoverable amount at fair value less cost of disposal.

(c)

Jerritt Canyon properties, Starvation Canyon, Nevada:

In June 2013 it was determined that the Starvation Canyon mine was producing at a level intended by management, and as such became a production stage asset for accounting purposes. Various factors were considered in making this determination including: 1. major mine infrastructure had been completed; 2. designed and targeted production levels had been achieved; and 3. indicators were observed that suggested operating results would continue at levels designed and targeted. Prior to this determination the Starvation Canyon mine produced an estimated 3,003 ounces of gold, approximately 2,453 of which were recovered and sold. Prior to the attainment of commercial production, an estimated $3.5 million was generated from the sale of these ounces, the proceeds from which were credited to the carrying value of the Starvation Canyon mineral property asset.

(d)

In September 2013 various assets, the most significant being the second tailings facility and water storage reservoir, were commissioned and put into use.

VERIS GOLD CORP.| 14

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

(e)

The Senior Secured Gold Facility (Note 13) is guaranteed by the Company and involves the registration of various charges to secure a direct and indirect interest in the Jerritt Canyon properties in Nevada.

10.

Related party transactions

The amounts outstanding are unsecured and will be settled in cash. No expense has been recognized for bad or doubtful debts in respect of the amounts owed by related parties.

Compensation of key management personnel

The remuneration of directors and other members of key management personnel during the periods were as follows:


		Three months ended June 30,		Six months ended June 30,
		2014	2013	2014	2013
Salaries, directors fees, and
	short-term benefits	$ 529	$ 681	$ 928	$ 1,043
Share-based payments		-	299	-	299
		$ 529	$ 980	$ 928	$ 1,342

VERIS GOLD CORP.| 15

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

11.

Forward contracts

On January 12, 2012, the Company entered into a forward sales contract with a related party (Note 10) which required delivery of 3,665 ounces of gold by June 12, 2012 or a cash payment of $6.0 million at the option of the related party. In June 2012 the Company and the counterparty agreed that the gold delivery required to settle the contract would be extended to August 30, 2012, resulting in an agreed upon late-settlement charge of 2.25% per month on the outstanding balance being imposed on the Company. This resulted in an additional charge of $0.4 million, or an estimated 165 ounces being due on August 30, 2012. During the second quarter of 2013, the Company and the counterparty agreed to extend settlement of the contract to June 30, 2013. Under the terms of the extension, the counterparty received the option to receive an amount of $6.6 million, or alternatively the right to receive 3,839 troy ounces of refined gold. No settlement was made on either June 30, 2013, or since. As part of the ongoing extension and renegotiation discussions since June 30, 2013, the Company made a payment of $0.5 million to the counterparty in September, 2013, this payment being almost entirely comprised of accrued interest. The fair value of the January 2012 forward contract as at June 30, 2014 was $7.1 million (December 31, 2013 - $6.8 million) with $175 thousand and $342 thousand in interest expense and no resulting revaluation gains or losses being recognized in the three and six months ended June 30, 2014 (2013 – $nil and $nil interest expense and $0.5 million and $0.2 million revaluation losses, respectively). As at June 30, 2014, the contract had not been settled and the Company and the counterparty were in ongoing negotiations to extend the settlement date of this forward contract (Note 6(ii)(a)). The Company incurs certain contractor and lease expenses which are charged to the related party and the ultimate settlement of those unpaid charges ($0.9 million as at June 30, 2014) will be deducted from the final settlement amounts.

On November 25, 2010, the Company entered into a gold sales contract which specifies that 6,255 troy ounces of refined gold would be sold to the counterparty by May 30, 2011. In return, the Company received an upfront payment of $7.0 million cash. No refined gold was delivered to the counterparty by May 30, 2011, and several extensions of the delivery date have been accepted by the counterparty since that date. As at June 30. 2014, the contract had not been settled. Since May, 2011, the Company has been accruing a late payment penalty of 2.25% per month until the last known maturity date, and has been considering a possible cash payment in lieu of a delivery of physical gold. The Company does not acknowledge any liability to pay interest at the accrued rate or to make any cash payment in lieu of physical gold. The forward contract has been assessed to be a derivative liability and the value is adjusted to market price at each reporting date. The value of the November 2010 forward contract as at June 30, 2014 was $17.3 million (December 31, 2013 - $17.3 million) with no resulting revaluation gains or losses being recognized in the three and six months ended June 30, 2014 (2013 – gain of $3.2 million and $4.2 million, respectively) (Note 6(ii)(a)). As at June 30, 2014, the Company and the counterparty were in ongoing negotiations to determine the settlement amount and the amount payable in the event that there is a final outcome of those negotiations could differ significantly from the amount recorded.

On March 27, 2014, the Company entered into a gold sales contract which specifies that 3,500 troy ounces of refined gold would be sold to the counterparty by April 30, 2014. The Company received 90% of the purchase price, or $4.0 million cash, upfront with $0.4 million received upon final gold delivery in April 2014. The Company settled the contract and delivered 3,500 troy ounces in April 2014 reducing the liability to $nil with $102 thousand and $146 thousand resulting revaluation losses being recognized, respectively, in the three and six months ended June 30, 2014.

VERIS GOLD CORP.| 16

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

12.

Warrants

(a)

Equity Warrants

Equity warrants issued to brokers as compensation related to debt and equity financings are considered to be share-based payments and are thus included as a component of equity (“Equity Warrants”) and are not classified as derivative instruments.

(b)

Derivative Liability Warrants

As the Company’s functional currency is the US dollar, and the issued and outstanding warrants have an exercise price denominated in Canadian dollars, the warrants are therefore classified as derivative instruments. The warrants have been recognized as a liability in the statement of financial position with the movement in fair value recorded in net income (loss) at each reporting date.

As at June 30, 2014 the following warrants were outstanding:


Derivative liability warrants					In thousands
					In thousands
Expiry date	Note	Exercise price (C$)	December 31, 2013	Warrants issued	Warrants exercised/ expired	June 30, 2014	Fair Value as at December 31, 2013	Fair Value as at June 30, 2014

February 8, 2015	13	4.40	4,000	-	-	4,000	8	2
May 23, 2015		4.00	3,908	-	-	3,908	15	12
June 15, 2015¹	14(a)	1.95	2,010	-	-	2,010	32	20
July 19, 2015²	14(a)	1.95	1,333	-	-	1,333	23	16
October 12, 2015²	14(a)	1.95	670	-	-	670	15	11
Dec 18, 2016		2.35	3,600	-	-	3,600	148	74
April 12, 2018	14(b)	0.50³	3,400	-	-	3,400	329	222
July 5, 2018	14(b)	0.50³	500	-	-	500	53	34
August 16, 2016	18(c)(ii)	0.60	4,675	-	-	4,675	516	218
August 16, 2016	18(c)(ii)	0.65	3,197	-	-	3,197	336	142
September 18, 2016	18(c)(iii)	0.60	7,500	-	-	7,500	869	358
December 2, 2016	18(c)(iv)	0.50	7,502	-	-	7,502	978	409

Derivative liability warrant total			42,295	-	-	42,295	$ 3,322	$ 1,518


Equity warrants							Equity Value as at December 31, 2013	Equity Value as at June 30, 2014
Expiry date	Note	Exercise price (C$)	December 31, 2013	Warrants issued	Warrants exercised/ expired	June 30, 2014	Equity Value as at December 31, 2013	Equity Value as at June 30, 2014

Dec 18, 2014		2.10	432	-	-	432	$ 171	$ 171
Dec 18, 2016		2.35	152	-	-	152	81	81
April 12, 2015	14(b)	1.85	100	-	-	100	58	58
August 16, 2015	18(c)(ii)	0.60	708	-	-	708	137	137
September 18, 2016	18(c)(iii)	0.60	188	-	-	188	40	40
September 18, 2016	18(c)(iii)	0.65	675	-	-	675	140	140

Equity warrant total			2,255	-	-	2,255	$ 627	$ 627
Warrant total			44,550	-	-	44,550

VERIS GOLD CORP.| 17

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

¹ Warrant holders exercised their option to amend the exercise price from $3.00 to $1.95 on January 14, 2013.

² Warrant holders exercised their option to amend the exercise price from $3.00 to $1.95 on February 14, 2013.

³On January 31, 2014 the Company entered into an extension agreement in which the exercise price was amended from US$1.80 to CAD$0.50 (Note 14(b)).

The fair value of the liability warrants was $1.5 million as at June 30, 2014 (December 31, 2013 - $3.3 million) and all warrants were long-term in nature. During the three and six months ended June 30, 2014, a $2.3 million and $2.0 million gain, respectively was recognized in the consolidated statement of operations and comprehensive loss as a result of changes in the fair value of the warrants (2013 - $8.8 million and $9.6 million gain, respectively), and $nil was recognized in share capital as a result of the fair value of warrants exercised during the period (2013 - $nil).

The warrants were fair valued using an option pricing model with the following assumptions: no dividends are paid, weighted average volatilities of the Company’s share price of 112%, weighted average expected lives of the warrants of 2.0 years, and weighted average annual risk-free rates of 1.06%.

13.

Senior secured gold facility

On August 12, 2011, the Company entered into a Forward Gold Purchase Agreement (the “First Agreement”) with Deutsche Bank which holds more than 10% of the Company’s issued and outstanding common shares. Under the First Agreement the Company received a gross prepayment of $120 million (the “Prepayment”), of which net cash proceeds of $73.5 million were received on August 12, 2011. The net cash proceeds represent the $120 million Prepayment net of: (i) $10 million deposited into an escrow account in the Company’s name to be made available upon the Company achieving defined production targets (Note 8(c)); (ii) the $29.9 million settlement of the outstanding senior secured notes; and, (iii) $6.6 million in transaction and legal costs. The February 2013 obligations under the Agreements were net cash settled contemporaneously with the release of $8 million of previously restricted performance reserve funds (Note 8(c)). The First Agreement is guaranteed by the Company and involves the registration of various charges against certain assets of the Company in favour of Deutsche Bank.

On February 7, 2012, the Company entered into a second Forward Gold Purchase Agreement (the “Second Agreement”) with Deutsche Bank. Under the Second Agreement the Company received a gross prepayment of $20 million (the “Second Prepayment”), of which net cash proceeds of $18.9 million were received on February 8, 2012. The net cash proceeds represent the $20 million Second Prepayment net of $1.1 million in transaction and legal costs. The Second Agreement is guaranteed by the Company and involves the registration of various charges against certain assets of the Company in favour of Deutsche Bank.

Under the terms of the First and Second Agreements together, the “Agreements”), the Company has sold to Deutsche Bank, a Contract Quantity of Gold. As at June 30, 2014, the Company is obligated to make settlements equivalent to gold deliveries of 4,980 ounces per month (the “Future Gold Deliveries”). As of June 30, 2014, the Company has made the following settlements and has the following obligations for future deliveries:


	June 30, 2014		December 31, 2013
	June 30, 2014		December 31, 2013
	Au oz's	Au oz's	Au oz's	Au oz's
	Settled	Future Delivery	Settled	Future Delivery
Senior Secured Gold
Facility	96,600	105,230	96,600	105,230

VERIS GOLD CORP.| 18

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

Pursuant to the terms of the Agreements, in July and August of 2013 the Company elected to net-cash settle the two $4.23 million obligations due for those two months. These cash payments represented the $850 per ounce due on the monthly 4,980 ounce gold delivery scheduled for those months. The election to cash settle was indicative that the Agreements were no longer held for the purpose of delivering gold in accordance with the Company’s expected requirements. As such, the cash-settlement election (the “Triggering Event”) triggered the need to reassess the deferred revenue accounting treatment originally adopted for the Agreements. Under the original deferred revenue treatment the initial proceeds received by the Company from the Agreements, less the $9.9 million attributable warrants issued along with the Second Agreement, were being recognized from deferred revenue liabilities into revenue on a per-ounce basis, as the ounces were delivered.

The reassessment of the Agreements required by the Triggering Event resulted in the Company concluding that as of July 1, 2013 the Agreements were financial liabilities. Further, the variable pricing used for the additional gold payments, represented by the minimum and maximum prices on future gold deliveries, the Collars were determined to be derivatives embedded within the Agreements, thus making the Agreements financial liabilities. It was determined that for accounting purposes upon the Triggering Event, the embedded derivative Collars be initially recognized at fair value and then subsequently measured at fair value through profit or loss.

The initial and subsequent fair value of the Collars is determined by reference to the aggregated value of certain gold calls with pricing and settlement dates similar to (i) the Collars’ pricing; and (ii) the Agreements’ scheduled future gold delivery obligation dates. The initial fair value of these embedded derivative liabilities was determined to be $0.9 million. The fair value of this embedded derivative as of June 30, 2014 was $47 thousand (December 31, 2013 - $229 thousand), resulting in a $116 thousand and $182 thousand gain, respectively, (2013 - $nil and $nil, respectively) from derivatives being recognized in the three and six months ended June 30, 2014 (Note 6(ii)(c)).

The Senior Secured Gold Facility, which represents the debt-host contract of the Agreements, excluding the separately valued and accounted for embedded derivative liabilities, is a financial liability that was also recorded initially at fair value as of July, 2013; and, has been subsequently measured at amortized cost using the effective interest method. The initial fair-value of this financial liability was $92.0 million, which was determined by using an effective interest rate of 18% applied to the anticipated monthly cash-flows attributable to the scheduled monthly gold delivery obligations of the Agreements. Interest expense of $2.7 million and $5.9 million was recognized, respectively, for the three and six months ended June 30, 2014 (2013 - $nil and $nil, respectively) (Note 4).

As of June 30, 2014, the Senior Secured Gold Facility had the following carrying values:


	June 30, 2014		December 31, 2013
	June 30, 2014		December 31, 2013
	Current	Long Term	Current	Long Term
Senior Secured Gold
Facility	$ 83,167	$ -	$ 77,309	$ -

The Company incurred $8.7 million of fees to parties involved in the Agreements, of which $1.7 million was expensed as transaction costs and the balance of $7.0 million paid to Deutsche Bank was originally deferred based on the direct relationship the fees have with the revenue expected to be recognized in future periods.

These previously deferred transaction costs were contemplated as part of the revaluation of the Senior Secured Gold Facility and, as of the July 2013 revaluation date, are no longer separately presented and amortized.

VERIS GOLD CORP.| 19

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

On June 3, 2014, the Company received a notice of early termination date from Deutsche Bank for failure to make the full scheduled delivery as of December 31, 2013 or any amount in cash corresponding to the gold delivery shortfall. On June 9, 2014, the Company commenced Creditor Protection Proceedings (Note 1) in order to seek protection to address near term liquidity issues and demands for payments under the existing Deutsche Bank senior secured gold facility.

14.

Convertible debt

(a)

Convertible debentures

The Company issued unsecured convertible debentures on June 15, 2012 (the “June Debentures”), July 19, 2012 (the “July Debenture”), October 11, 2012 (the “October Debenture”), for gross proceeds of C$6.0 million, C$4.0 million, and C$2.0 million, respectively (collectively, the "Debentures"). The June, July, and October Debentures bear interest at a rate of 11% per annum and have December 15, 2015, January 19, 2016, and April 11, 2016 maturity dates (the "Maturity Date"), respectively.

At the option of the holder, the principal amount of the Debentures, and all interest accrued thereon, will be convertible into common shares of the Company (the "Shares") at any time prior to the close of business on the Maturity Date, based on a conversion price equal to the greater of: (a) $1.50; and, (b) the market price of the Shares, as defined in the TSX Company Manual (the “Market Price”), discounted by 5% per Share (the "Conversion Option").

Upon the Maturity Date, the Debentures and all interest accrued thereon may, at the Company's discretion, be paid in cash, Shares (up to a maximum of 75%), or any combination of cash and Shares (up to a maximum of 75% Shares). The Company may only elect to convert all or any part of the Debentures outstanding in Shares if the market price for the Shares is greater than $2.00 for at least five out of the ten trading days preceding the date in which the Company delivers the Shares to the holder (such date not to be less than twenty days prior to the Maturity Date). The holder will have the option to require early repayment in the event of default by the Company.

For the June, July, and October Debentures, the Company also issued 201,011; 133,332; and, 66,956 common shares, respectively of the Company (the "Structuring Shares"), and 2,010,125; 1,333,333; and, 669,568 common share purchase warrants (the "Warrants"), respectively, to the Debenture holders. Each Warrant entitles the holder to purchase one Share at an exercise price of $3.00 and will expire three years following the Closing Date. On January 14, 2013 the holders of the June Debentures exercised their option to amend the exercise price of the June Warrants from $3.00 to $1.95. On February 14, 2013 the holders of the July and October Debentures exercised their option to amend the exercise price of the July and October Warrants from $3.00 to $1.95.

(b)

Convertible note

In connection with the Note, the Company also issued to the lender 3,400,000 five-year common share purchase warrants with an exercise price of US$1.80 per warrant. In connection with the Note transaction, the Company also paid a finder’s fee equal to 4% of the aggregate gross proceeds to Casimir Capital Ltd. (“Casimir”), and also issued Casimir 100,000 common share purchase warrants with an exercise price of C$1.85 and a term of two years from the Closing Date.

VERIS GOLD CORP.| 20

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

The Note provides that from and after the maturity date or at the election of the Lender in an Event of Default (as defined in the Note), the principal may be converted, in minimum increments of $500,000 and no more than 20% of the original principal of the amended Note in any one 30-day period, into common shares of the Company based on a conversion price equal to the greater of: (a) US$0.50, provided that if the US$0.50 floor price would cause the Lender’s ownership interest in the Company to be greater than 19.9% of the Company’s issued and outstanding common shares, the floor price shall be the price that would cause the Lender’s ownership interest in the Company to be equal to 19.9% of the Company issued and outstanding common shares; and (b) the Market Price (as defined in the TSX Company Manual) of the Company’s common shares discounted by 10% per share. The ability of the Lender to exercise its option to convert the principal into common shares remains subject to TSX approval at the time of the conversion. In addition, pursuant to the terms of the Note, on July 5, 2013, the Company issued the Lender an additional 500,000 common share purchase warrants with an exercise price of US$1.80 and an expiry date of July 5, 2018.

As a result of the conversion option features in the Debentures and the Note, both convertible debt instruments are recorded as compound financial liabilities. For accounting purposes the conversion options are embedded derivative liabilities which are initially bifurcated from the debt host contracts (the Debentures and the Note), are measured separately at fair value, and subsequently re-measured at fair value through interest and other income (expense) (Note 6) at each reporting date. The debt component of the Debentures and the Note are measured at amortized cost, and is accreted over the expected term to maturity using the effective interest method.

As of June 30, 2014 the US $10 million principal had not been paid and remained outstanding. In January 2014 the Company entered into an agreement with the Lender to extend the maturity date of the Note to January 12, 2014, and to amend the exercise price of the related warrants from US$1.80 to CAD$0.50. The amendment to the exercise price of the warrants became effective as of February 14, 2014. The principal amount was not settled on the extended January 12, 2014 maturity date, this resulted in the Company incurring interest on the outstanding balance at a rate of 21% per annum, payable monthly.

The table below provides a summary of the allocation on the initial recognition of the issued convertible debt:


Initial value	Components
	Debt	Embedded	Equity	Warrant Liability	Total
		Derivative		Note 12
CAD
June 15, 2012	$ 1,947	$ 152	$ 584	$ 3,317	$ 6,000
July 20, 2012	846	141	453	2,560	4,000
October 11, 2012	569	71	213	1,147	2,000
April 12, 2013	7,344	459	-	2,331	10,134
	10,706	823	1,250	9,355	22,134
USD
June 15, 2012	1,901	148	570	3,238	5,857
July 20, 2012	840	140	450	2,539	3,969
October 11, 2012	578	69	214	1,169	2,030
April 12, 2013	7,247	453	-	2,300	10,000
	$ 10,566	$ 810	$ 1,234	$ 9,246	$ 21,856

The Debentures had a total of $1.3 million of transactions costs incurred with the issuance which were allocated to the components noted above on a pro-rata basis. The Debentures had a $0.6 million portion attributed to the debt components which have been deferred and will be amortized over the term of the Debentures; $0.1 million portion attributed to the Structuring shares which was recorded in equity net of the allocated proceeds; and the remainder was included in expensed transaction costs (Note 5).

VERIS GOLD CORP.| 21

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

As at June 30, 2014 the carrying value of the embedded derivative and debt components of the convertible debt instruments was as follows:


Carrying value	Embedded Derivative		Debt
Carrying value	Embedded Derivative		Debt
	Juen 30,	December 31,	June 30,	December 31,
	2014	2013	2014	2013
June 15, 2012	$ 2	$ 148	$ 3,499	$ 2,830
July 20, 2012	3	9	2,348	1,763
October 11, 2012	1	5	1,182	928
April 12, 2013	-	1	11,012	10,000
	6	163	18,041	15,521
Current portion	-	-	(11,012)	(10,000)
	$ 6	$ 163	$ 7,029	$ 5,521

15.

Net smelter returns royalty facility

On April 9, 2014, the Company closed financing in the form of the sale of a 0.5% Net Smelter Returns Royalty for proceeds of $7.5 million. Proceeds were delivered to Veris at the date of closing, April 10, 2014. The royalty relates to the production of gold and silver from the Company’s Jerritt Canyon mines and processing plant, operated by Veris Gold USA Inc. The royalty is applied, at a fixed rate of 0.5%, against proceeds from gold and silver products after deducting treatment, refining, transportation, insurance, and taxes and levies charges.

The Company retains the right to buy-back the royalty until June 30, 2015 for the purchase price plus a premium based on the price of gold or alternatively if the Company enters into another royalty with an arms-length third party the buyback is calculated based on the sale price of the new royalty. The variable pricing used in calculating the buy-back premium was determined to be an embedded derivative, and is initially bifurcated from the debt host contract (the “Net Smelter Return Royalty Facility” or “NSR”), measured separately at fair value, and subsequently re-measured at fair value through other (expense) income (Note 6). The fair value of this embedded derivative as of June 30, 2014 was $31 thousand, resulting in a $31 thousand mark-to-market loss being recognized for the three and six months ended June 30, 2014 (Note 6 (ii)(d)).

The NSR, which represents the debt component of the financing agreement, is a financial liability that was also recorded initially at fair value as of April 2014. The NSR has been subsequently measured at amortized cost using the effective interest rate method. The fair value at inception was equal to $7.5 million, which was determined by using an effective interest rate of 9.14% applied to the anticipated monthly cash-flows attributable to the NSR royalty payments of the agreement. Interest expense of $0.1 million was recognized for the three and six months ended June, 30, 2014 (Note 4). As at June 30, 2014, the amortized cost of the NSR was $7.6 million, of which $0.8 million was short-term in nature and included in accounts payable and accrued liabilities.

16.

Decommissioning and rehabilitation provisions

Changes in reclamation obligations:


	June 30,	December 31,
	2014	2013
Balance, beginning of period	$ 54,970	$ 54,629
Accretion expense	903	1,707
Foreign exchange	(12)	(238)
Reclamation spending	-	-
Revisions in estimates of liabilities and additional obligations	-	(1,128)
	$ 55,861	$ 54,970

VERIS GOLD CORP.| 22

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

As at June 30, 2014 and December 31, 2013, all of the decommissioning and rehabilitation provisions were long-term in nature.

The Company’s decommissioning and rehabilitation provisions consist of reclamation and closure costs for both active mines and exploration activities. The present value of obligations relating to active mines is currently estimated at $52.4 million (2013 - $51.5 million) reflecting payments for approximately the next 24 years. The present value of obligations relating to exploration activity are currently estimated at $3.5 million (2013 - $3.5 million) reflecting payments for approximately the next 10 years. Significant reclamation and closure activities include land and water rehabilitation, demolition of buildings and mine facilities, ongoing care and maintenance, and other costs.

The undiscounted value of this liability is $74.2 million (2013 - $74.2 million). Inflation rate assumptions of 1.7% and discount rates of 2.5% – 3.6% have been used to determine the present value of the obligation. The 2013 revision in estimates of liabilities and reduction in obligations is primarily due to the recognition of additional future reclamation obligations offset by increased discount rates (2012 increased due to recognition of additional future reclamation obligations). The majority of future estimated decommissioning and rehabilitation work has been funded through cash deposits held at various financial and government institutions (Note 8).

17.

Finance lease obligations

The Company has finance lease obligations at the Queenstake Resources U.S.A., Inc. subsidiary for equipment used for the Jerritt Canyon operations. The net carrying amount of the leased equipment included in mobile plant and equipment was $8.1 million at June 30, 2014 (December 31, 2013 - $8.7 million) (Note 9).


	June 30,	December 31,
Maturity analysis of finance leases:	2014	2013
Current	$ 3,045	$ 3,174
Non-current	920	2,414
	$ 3,965	$ 5,588


	June 30,	December 31,
Reconciliation of minimum lease payments	2014	2013
Less than a year	$ 3,266	$ 3,660
2 years	807	1,945
3 years	85	340
	4,158	5,945
Less: future finance charges	(193)	(357)
Present value of minimum lease payments	$ 3,965	$ 5,588

18.

Share capital and share based payments

(a)

Authorized share capital consists of an unlimited number of common shares

(b)

On October 9, 2012, the Company completed a ten for one consolidation (the “Consolidation”) of the Company's common shares. On October 9, 2012, the 996,901,669 common shares issued and outstanding were consolidated to approximately 99,689,930 common shares. The Company's outstanding stock options and listed warrants were adjusted on the same basis with proportionate adjustments being made to the stock option exercise prices and warrant exercise prices respectively. All comparative period information has been adjusted to reflect this Consolidation.

VERIS GOLD CORP.| 23

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

(c)

Common shares issued and outstanding

(i)

On April 12, 2013, the Company issued 100,000 broker compensation warrants concurrently with the issuance of convertible note (Note 14). The broker compensation warrants had a fair value of $0.1 million at issuance which was recorded in equity (Note 12).

(ii)

On August 16, 2013, the Company closed a public offering of 9,349,362 Units at a price of C$0.52 per Unit and 6,393,310 Flow-Through Units at a price of C$0.55 per Unit for gross proceeds of $8.1 million. Each Unit and Flow-Through Unit is comprised of one common share of the Company and one half of one common share purchase warrant. Each Unit Warrant has an exercise price of C$0.60 and entitles the holder thereof to acquire one common share of the Company until August 16, 2016. Each whole Flow-Through Unit warrant has an exercise price of C$0.65 and entitles the holder thereof to acquire one common share of the Company until August 16, 2016. Of the gross proceeds $6.1 million was attributed to common shares and recorded in equity, $0.2 million was attributed to the flow-through share premium and recorded in deferred tax liabilities, and $1.8 million was attributed to the warrants and recorded in warrant liability.

The Company paid agents fees equivalent to 7% ($0.9 million) of the public offering. The agents’ fees were satisfied with $0.6 million in cash, and 314,853 common shares of the Company. The shares had a value of $0.2 million. 78% of the agents fees were recorded in equity and 22% were recorded in transaction costs and finance fees (Note 5).

The Company also issued agents 708,420 broker compensation warrants with a fair value of $0.1 million. 78% of the broker compensation warrants were recorded in equity and 22% were recorded in transaction costs and finance fees (Note 5). Each broker compensation warrant consisted of one common share purchase option exercisable to purchase one additional common share in the Company at a price of C$0.60 per share until August 16, 2015.

(iii)

On September 18, 2013, the Company closed a private placement for gross proceeds of $7.6 million, from the issuance of an aggregate of 15,000,000 units at price of C$0.52 per unit. Each unit consisted of one common share and one half of one share purchase warrant exercisable to purchase one additional common share at a price of C$0.60 per share until September 18, 2016. Of the gross proceeds $6.0 million was attributed to common shares and recorded in equity, and $1.6 million was attributed to the warrants and recorded in warrant liability.

The Company paid agents fees equivalent to 5% ($0.4 million) of the private placement. The agents fees were satisfied with $0.2 million in cash, and 375,000 units under the same terms as the private placement. 79% of the agents fees were recorded in equity and 21% were recorded in transaction costs and finance fees (Note 5).

The Company also issued agents 675,000 broker compensation warrants with a fair value of $0.1 million. 79% of the broker compensation warrants were recorded in equity and 21% were recorded in transaction costs and finance fees (Note 5). Each broker compensation warrant consisted of one common share purchase option exercisable to purchase one additional common share in the Company at a price of C$0.65 per share until September 18, 2016.

VERIS GOLD CORP.| 24

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

(iv)

On December 2, 2013, the Company closed a public offering of 8,488,780 Units at a price of C$0.405 per Unit and 6,515,628 Flow-Through Units at a price of C$0.43 per Unit for gross proceeds of $5.9 million. Each Unit and Flow-Through Unit is comprised of one common share of the Company and one half of one common share purchase warrant. Each whole Unit and whole Flow-Through Unit Warrant has an exercise price of C$0.50 and entitles the holder thereof to acquire one common share of the Company until December 2, 2016. Of the gross proceeds $4.6 million was attributed to common shares and recorded in equity, $0.2 million was attributed to the flow-through share premium and recorded in deferred tax liabilities, and $1.1 million was attributed to the warrants and recorded in warrant liability.

The Company paid agents fees equivalent to 6% ($0.5 million) of the public offering. The agents fees were satisfied with $0.4 million in cash, and 300,088 common shares of the Company. The shares had a value of $0.1 million. 81% of the agents fees were recorded in equity and 19% were recorded in transaction costs and finance fees (Note 5).

(d) Stock options

The Company has a stock option plan (the “Plan”) in place under which the Board of Directors may grant options to acquire common shares of the Company to directors, employees and service providers. Under the terms of the Plan, the number of securities issuable to insiders cannot exceed 10% of the issued and outstanding securities. The options vest over a variable period of time up to three years dependent upon the individual’s role and any specified performance criteria. The company is currently restricted from issuing new stock options pending the completion of regulatory compliance matters pertaining to the Company’s most recently approved Stock Option Plan.

The total fair value of the stock based compensation recognized during the three and six months ended June 30, 2014 was $nil and $nil, respectively (2013 - $0.3 million and $0.4 million, respectively). The fair value of stock options granted during the three and six months ended June 30, 2014 was calculated using the Black-Scholes option pricing model with the following weighted average assumptions:


	Three months ended June 30,		Six months ended June 30,
	2014	2013	2014	2013
Weighted average fair value at grant date ($)	$ -	$ 1.21	$ -	$ 1.22
Expected dividend yield (%)	-	0%	-	0%
Average risk-free interest rate (%)	-	1.2%	-	1.2%
Expected life (years)	-	5.0	-	5.0
Expected volatility (%)	-	128%	-	128%
Forfeiture rate (%)	-	0%	-	0%

VERIS GOLD CORP.| 25

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

Continuity of stock options outstanding is as follows:


		Options outstanding (000's)	Weighted average exercise price (C$/option)
At December 31, 2012		6,246	$ 2.97
	Granted	515	1.44
	Expired	(1,043)	3.42
	Forfeited	(198)	1.84
At December 31, 2013		5,520	2.78
	Granted	-	-
	Exercised	-	-
	Expired	(1,313)	2.64
	Forfeited	(5)	3.00
At June 30, 2014		4,202	$ 2.82

The following information pertains to the options outstanding at June 30, 2014:


Options Outstanding					Vested
Exercise Price (C$)		Options outstanding (000's)	Weighted average exercise price (C$/option)	Weighted average remaining contractual life (years)	Options outstanding (000's)	Weighted average exercise price (C$/option)	Weighted average remaining contractual life (years)
	1.42 - 2.50	1,218	$ 1.55	0.75	1,218	$ 1.55	0.75
	2.51 - 3.50	2,523	3.07	1.27	2,523	3.07	1.27
	3.51 - 4.50	161	4.50	2.20	161	4.50	2.20
	4.51 - 7.40	300	5.12	1.89	300	5.12	1.89
		4,202	$ 2.83	1.20	4,202	$ 2.83	1.20

19.

Supplemental cash flow information


			Amended (Note 24)		Amended (Note 24)
		Three months ended June 30,		Six months ended June 30,
		2014	2013	2014	2013
Change in operating working capital
	Accounts receivable and other	$ (931)	$ 2,166	$ 1,454	$ 3,295
	Inventories	7,078	(1,674)	(603)	1,049
	Accounts payable and accrued liabilities	(3,493)	2,452	4,154	8,354
		$ 2,654	$ 2,944	$ 5,005	$ 12,698


		Three months ended June 30,		Six months ended June 30,
		2014	2013	2014	2013
Operating activities include the
following cash paid:
	Interest paid	$ -	$ -	$ 75	$ -
	Income taxes paid	-	-	-	-
		$ -	$ -	$ 75	$ -

VERIS GOLD CORP.| 26

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

20.

Segmented information

All of the Company’s operations are within the mining sector, primarily the acquisition, exploration and production of gold, conducted through operations in North America. As of June 30, 2014, the Company had one producing gold mine located in Nevada, USA and exploration properties in Canada (Yukon) and the USA. For the three and six months ended June 30, 2014 and 2013, 100% of the Company’s gold production was sold through a single broker.

The Company’s operating segments reflect the Company’s geographical operations and are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, the Chief Operating Officer.


June 30, 2014	Canada	USA	Consolidated
Current assets	$ 1,856	$ 31,500	$ 33,356
Non current assets	23,175	250,632	273,807
Total assets	25,031	282,132	307,163

Current liabilities	17,249	192,525	209,774
Non current liabilities	12,867	60,002	72,869
Total liabilities	$ 30,116	$ 252,527	$ 282,643


December 31, 2013	Canada	USA	Consolidated
Current assets	$ 1,594	$ 30,617	$ 32,211
Non current assets	22,340	258,281	280,621
Total assets	23,934	288,898	312,832

Current liabilities	16,205	183,130	199,335
Non current liabilities	13,126	53,886	67,012
Total liabilities	$ 29,331	$ 237,016	$ 266,347


Six months ended June 30, 2014	Canada	USA	Consolidated
Mining sales	$ -	$ 88,159	$ 88,159
Toll milling sales	-	826	826
Cost of sales (excluding depreciation & depletion)	-	84,722	84,722
Depreciation & depletion	17	12,575	12,592
Income tax expense (recovery)	-	371	371
Net income (loss)	(191)	(21,720)	(21,911)
Capital expenditures	$ 934	$ 5,276	$ 6,210


Six months ended June 30, 2013	Canada	USA	Consolidated
Mining sales	$ -	$ 90,296	$ 90,296
Toll milling sales	-	1,710	1,710
Cost of sales (excluding depreciation & depletion)	-	87,085	87,085
Depreciation & depletion	46	9,043	9,089
Income tax expense (recovery)	1,098	-	1,098
Net income (loss)	6,529	(7,215)	(686)
Capital expenditures	$ 1,364	$ 21,600	$ 22,964

VERIS GOLD CORP.| 27

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)


Three months ended June 30, 2014	Canada	USA	Consolidated
Mining sales	$ -	$ 52,528	$ 52,528
Toll milling sales	-	826	826
Cost of sales (excluding depreciation & depletion)	-	49,304	49,304
Depreciation & depletion	7	6,715	6,722
Income tax expense (recovery)	-	-	-
Net income (loss)	677	(8,769)	(8,092)
Capital expenditures	$ 578	$ 2,248	$ 2,826


Three months ended June 30, 2013	Canada	USA	Consolidated
Mining sales	$ -	$ 44,936	$ 44,936
Toll milling sales	-	1,710	1,710
Cost of sales (excluding depreciation & depletion)	-	42,141	42,141
Depreciation & depletion	26	4,882	4,908
Income tax expense (recovery)	(8)	-	(8)
Net income (loss)	7,331	(1,475)	5,856
Capital expenditures	$ 610	$ 11,366	$ 11,976

21.

Financial Instruments

Financial assets and liabilities classified as Fair Value Through Profit or Loss (FVTPL)

The Company’s financial assets and liabilities classified as FVTPL are carried at fair value with changes in fair value recorded in income. Interest income and expense are both recorded in income.

The Company’s derivative financial assets and liabilities classified as FVTPL are as follows:


			June 30,	December 31,
		Notes	2014	2013
Current derivative liabilities
	Derivatives embedded in convertible debt	14	$ 6	$ -
	Derivatives embedded in senior secured gold facility	13	47	164
	Derivatives embedded in net smelter return royalty	15	31	229
	Forward contracts	11	24,428	24,086
			24,512	24,479
Non-current derivative liabilities
	Warrants	12	1,518	3,322
			$ 1,518	$ 3,322

Other categories of financial instruments

The fair value of borrowings was determined using discounted cash flows at prevailing market rates and the fair value is approximately equal to the carrying value of the debt.

VERIS GOLD CORP.| 28

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

Fair value measurements of financial assets and liabilities

The categories of fair value hierarchy that reflect the significance of inputs used in making fair value measurements are as follows:

Level 1 – quoted prices in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data.

There have been no transfers between fair value levels during the reporting period.

An assessment of the Company’s financial instruments carried at fair value is set out below:


		June 30, 2014		December 31, 2013
		Level 1	Level 2	Level 1	Level 2
Financial Assets
	Cash and cash equivalents	$ 2,793	$ -	$ 1,161	$ -
	Restricted funds	56,375	-	56,369	-
		59,168	-	57,530	-
Financial Liabilities
	Derivatives embedded in
	convertible debt	-	6	-	164
	Derivatives embedded in net
	smelter returns royalty	-	31	-	229
	Derivatives embedded in senior
	gold facility		47
	Warrants	-	1,518	-	3,322
	Forward contracts	-	24,428	-	24,086

		$ -	$ 26,030	$ -	$ 27,801

The fair value measurement methodologies used for the level 2 inputs were as follows:

The fair value of the derivative liability forward contracts (Note 11) are calculated using quoted forward gold curve prices applied to the amount of ounces the Company is obligated to deliver under the terms of the forward contract liability;

The fair value of derivative liability warrants (Note 12) is calculated using an option pricing model with the following assumptions: no dividends are paid, weighted average volatilities of the Company’s share price of 112%, weighted average expected lives of the warrants of 2.0 years, and weighted average annual risk-free rates of 1.06%;

The fair value of the embedded derivative liabilities represented by the equity conversion options included in the convertible debt instruments (Note 14) is determined through forecasted conversion option values determined through Monte Carlo simulation analysis;

The fair value of the embedded derivative liabilities arising from the Collars included in the Deutsche Bank Agreements (Note 13) is determined by reference to the aggregated value of certain gold calls with pricing and settlement dates similar to (i) the Collars’ pricing; and (ii) the Agreements’ scheduled future gold delivery obligation dates; and,

The fair value of the embedded derivative liability arising from the Net Smelter Return Royalty buy-back option (Note 15) is determined by reference to market gold prices applied against the initial proceeds received.

VERIS GOLD CORP.| 29

At June 30, 2014 there were no financial assets or financial liabilities recognized at fair value on a non-recurring basis.

Financial Risk Management

The Company is exposed to the certain risks through its use of financial instruments, including market risk (currency risk, interest rate risk and commodity price risk), credit risk, and liquidity risk.

The Company manages its exposure to risk through the identification and analysis of risks faced by the Company, setting appropriate risk limits and controls, and monitoring those risks and adherence to the limits and controls that are established. Risk management is carried out by senior management under the approval of the Board of Directors. Risk management practices are reviewed regularly by senior management and the Audit Committee to reflect changes in market conditions and the Company’s activities.

Market risk

Market risk is the risk that changes in market factors, such as foreign exchange rates, interest rates or commodity prices which will affect the fair values or future cash flows of the Company.

(i)

Currency risk

Results are reported in US dollars. The majority of the Company’s operating and capital expenditures are denominated and settled in US dollars. The largest single exposure the Company has is to the Canadian dollar through cash holdings and corporate administration costs. Consequently, fluctuations in the US dollar exchange rate against the Canadian dollar increases the volatility of corporate administration costs and overall net earnings, when translated into US dollars. The Company manages this risk by maintaining funds in Canadian dollars to support the cash requirements of those operations. The Company does not use any foreign exchange contracts to hedge these currency risks.

The Company is exposed to currency risk through the following financial assets and liabilities denominated in Canadian dollars:


In thousands of CAD	June 30,	December 31,
	2014	2013
Cash and cash equivalents	$ 19	$ -
Accounts receivable	1,121	1,144
Restricted funds	3,786	3,786
Accounts payable and accrued liabilities	(6,652)	(6,428)

Based on the above net exposures as at June 30, 2014, a 10% appreciation or depreciation in the Canadian dollar against the US dollar, assuming all other variables remain constant, would result in $0.2 million (2013 - $0.1 million) increase or decrease, respectively, in operating results and shareholders’ equity.

(ii)

Interest rate risk

Interest rate risk is the risk that the fair values and future cash flows of the Company will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its cash and cash equivalents. The Company’s cash and cash equivalents contain highly liquid investments that earn interest at market rates. Fluctuations in market interest rates do not have a significant impact on the Company’s results from operations due to the short term to maturity of the investments held.

The Company is not exposed to interest rate risk on any borrowings because they are all held at fixed interest rates.

VERIS GOLD CORP.| 30

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

(iii)

Commodity price risk

The Company sells its gold production in the world market. The market prices of gold are the primary drivers of the Company’s profitability and ability to generate free cash flow. All of the future gold production is unhedged in order to provide shareholders with full exposure to changes in the market gold price.

The Company is also exposed to fluctuations in the market prices of gold through the Company’s derivative and non-derivative forward gold contracts as increases in the market prices of gold will increase the value of gold used for settlement of these contracts.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises from cash and cash equivalents, restricted funds, and trade and other receivables. For cash and cash equivalents, restricted funds, and trade and accounts receivable, credit risk exposure equals the carrying amount on the statement of financial position.

(i)

Cash and cash equivalents

The Company manages its credit risk on cash and cash equivalent balances by maintaining balances with Tier 1 Canadian banks with a Standard & Poor’s rating of AA.

(ii)

Restricted funds

The Company has funds of $50.8 million included in restricted funds (Note 8) with a third party insurer with a Standard & Poor’s rating of A+ to fund future reclamation costs at Jerritt Canyon. The Company maintains title to these funds should the third party be in default of its obligations or enters into bankruptcy protection.

Also included in restricted funds is $2.0 million in an escrow account held in the Company’s name at a European bank with a Standard & Poor’s rating of A+ (Note 8). These funds relate to the senior secured gold facility (Note 13), and will be made available to the Company when defined production targets are achieved.

The remaining $3.6 million in restricted funds at June 30, 2014, which relate to a water use license letter of credit and cash pledged as security for letters of credit (Note 8), are held as short term deposits with a Tier 1 Canadian bank with a Standard & Poor’s rating of AA-.

Liquidity risk

Liquidity risk is the risk of loss from not having sufficient funds to meet financial obligations as they fall due. The Company manages liquidity risk through forecasting its cash flows from operations and anticipating investing and financing activities. Senior management is actively involved in the review and approval of planned expenditures and typically ensures that it has sufficient cash on demand to meet expected operating expenses.

VERIS GOLD CORP.| 31

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

The following are the contractual maturities of the undiscounted cash flows of derivative and non-derivative liabilities:


	Less than 3 months	4 to 12 months	1 to 2 years	Greater than 2 years	Total
Accounts payable and
accrued liabilities	$ 88,038	$ -	$ -	$ -	$ 88,038
Finance lease obligations	1,139	2,157	807	84	4,187
Convertible debt	11,012	-	14,271	-	25,283
Forward contracts	24,428	-	-	-	24,428
Senior secured debt facility	83,167	-	-	-	83,167
At June 30, 2014	207,784	2,157	15,078	84	225,103

Accounts payable and
accrued liabilities	84,373	-	-	-	84,373
Finance lease obligations	1,043	2,617	1,945	340	5,945
Convertible debt	10,000	-	6,511	7,813	24,324
Forward contracts	24,086	-	-	-	24,086
Senior secured debt facility	89,446	-	-	-	89,446
At December 31, 2013	$ 208,948	$ 2,617	$ 8,456	$ 8,153	228,174

Managing Capital

The Company manages capital so as to support the capital required for the ongoing operations, and for development of the Company’s mineral properties. The capital of the Company consists of shareholders’ equity; debt and convertible debt instruments; and, cash.

The capital structure of the Company is evaluated by management on an ongoing basis and is adjusted as changes occur in both the economic conditions of the industry in which the Company operates, and the capital markets available to the Company. A component of managing capital includes planning, budgeting and forecasting processes to determine the Company’s capital requirements. As part of the management of capital, subsequent to December 31, 2013, the Company appointed a Restructuring Special Committee (the "Special Committee") to investigate strategic refinancing alternatives, and to plan the financial restructuring of the Company. The Special Committee, which is comprised of two independent Directors and one non-independent Director, has engaged, Raymond James Inc. as its sole investment banking advisor to assist with identifying and evaluating refinancing alternatives.

22.

Earnings per share

As a result of the net loss incurred during the three and six months ended June 30, 2014, the effect of the convertible debt and convertible note (Note 14), 44,550,000 warrants (2013 – 18,870,040 warrants) (Note 12), and 4,202,000 options (2013 – 6,073,051 options) (Note 18) outstanding was anti-dilutive, and therefore excluded from the computation of diluted net loss per share.

VERIS GOLD CORP.| 32

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

23.

Commitments and contingencies

The complex nature of the Company’s operations, as well as the regulatory environment in which it operates can result in occasional claims; investigatory matters; and, legal and tax proceedings that arise from time to time. Each of these matters is subject to various uncertainties and may ultimately be resolved with terms unfavorable to the Company. This being the case certain conditions may exist as of the date the financial statements are issued, which could result in a loss to the Company. In the opinion of management none of these matters are expected to have a material effect on the results of operations, or the financial condition, of the Company. In the event of a change in management’s estimate of the future resolution of such matters, the Company will recognize the effects of the change in its consolidated financial statements at that time.

On April 22, 2009, the Company received a notice of complaint from the U.S. Department of Justice (“DOJ”) representing the Environmental Protection Agency (“EPA”), alleging the Company had violated specific provisions of the Resource Conservation and Recovery Act relating to the generation, storage, handling, and disposal of hazardous wastes at the Jerritt Canyon facility. The Company responded to the allegations and had numerous discussions with the EPA on the matter in order to determine the nature of the violations. In December of 2013 the Company negotiated a tentative settlement with the DOJ and the EPA which involves entering into a Consent Decree (“CD”) outlining the ongoing reporting requirements of the Company and, once this CD is ultimately and duly entered by a court of competent jurisdiction, a settlement payment of $1.1 million will be due within 60 days thereof. No admission of fault has been made with respect to these matters. Based on numerous factors, including economic considerations such as the ultimate cost and time required to prepare a defense of this matter, the Company made the decision that it would be better served with a settlement arrangement in this manner. A provision of $1.1 million relating to these matters has been made as of June 30, 2014.

On September 30, 2013, the EPA filed an administrative complaint in EPA Region IX against the Company alleging violations of the Emergency Planning and Community Right-to-Know Act for the alleged failure to properly file Toxic Release Inventory Form Rs. The Company has responded to the EPA and been engaged in ongoing discussions with the EPA in order to determine the nature of the alleged violations. Discussions continue to proceed toward a possible settlement and discussions on settling the matter without admitting liability are actively underway. The final outcome and the extent of any potential liability or settlement payment(s), if any, are not yet determinable.

During the fourth quarter of 2013 the Company and the NDEP negotiated and executed a second modified consent decree (the “Second Modified CD”), modifications were made to remove all the completed items included in the previous consent decree; and, to refine the timelines for the remaining restoration projects, primarily the engineering, design and implementation of facilities for the treatment of water seepage from the resurfaced RDA sites. In conjunction with these revised timelines for the water treatment plans, the Second Modified CD includes an agreement by the Company to secure $10 million of bonding before May 30, 2014 to provide surety for the potential solutions that will be put in place. By securing this bonding the Company can avoid all outstanding penalties and interest amounts potentially due to the NDEP, which could total as much as $10.5 million. Subsequent to year end, the Company failed to meet the first two payments for bonding which were necessary to have the penalties waived. The Company continues to work with the NDEP but has recorded a provision of $10.6 million for penalties which may be payable in the event that the Company is unable to resolve this matter.

VERIS GOLD CORP.| 33

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

The Company is required to incur $5.0 million on exploration in Canada before January 1, 2015 in order to be able to satisfy its obligations to renounce the related tax benefit as required by flow-through share financings closed in the three months ended March 31, 2014. The Company would record a provision after January 1, 2015, of $2.2 million, to satisfy flow-through share obligations in the event that the Company did not incur and renounce further exploration expenditures in Canada after March 31, 2014.

Lease Commitments

The Company is committed under various operating leases to the following annual minimum payments:


	June 30,	December 31,
	2014	2013
2014	$ 303	$ 316
2015	51	210

	$ 354	$ 526

24.

Reclassification of prior period

Subsequent to the August 14, 2013 filing of the Company’s Condensed Consolidated Interim Financial Statements for the three and six months ended June 30, 2013, the Company discovered a misclassification in the mineral property, plant and equipment held in accounts payable which resulted in no change to overall cash flow but understated mineral property and property, plant and equipment cash expenditures offset by overstatement of operating cash expenditures for the three and six months ended June 30, 2013. The correction of this misclassification resulted in the following changes to the consolidated statement of operations for the three and six months ended June 30, 2013:

Condensed Interim Consolidated Statements of Cash Flows
(in thousands of US dollars, except for per share amounts)	Three months ended June 30, 2013
	As initially reported	Amendment	As Amended
Operating activities
Change in non cash working capital	$ (5,307)	$ 8,251	$ 2,944

Investing activities
Property, plant and equipment expenditures	(566)	(1,855)	(2,421)
Mineral property expenditures	(2,221)	(6,396)	(8,617)

Condensed Interim Consolidated Statements of Cash Flows
(in thousands of US dollars, except for per share amounts)	Six months ended June 30, 2013
	As initially reported	Amendment	As Amended
Operating activities
Change in non cash working capital	$ 7,099	$ 5,599	$ 12,698

Investing activities
Property, plant and equipment expenditures	(2,457)	(2,710)	(5,167)
Mineral property expenditures	(9,555)	(2,889)	(12,444)

VERIS GOLD CORP.| 34

Notes to Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2014 and 2013

(Tabular amounts in thousands of US dollars unless otherwise noted - Unaudited)

25.

Subsequent events

VERIS GOLD CORP.| 35

Exhibit 99.3

This is an unofficial consolidation of Form 52-109F2 Certification of Interim Filings Full Certificate reflecting amendments made effective January 1, 2011 in connection with Canada’s changeover to IFRS. The amendments apply for financial periods relating to financial years beginning on or after January 1, 2011. This document is for reference purposes only and is not an official statement of the law.

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, François Marland, Chief Executive Officer of Veris Gold Corp., certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Veris Gold Corp. (the “issuer”) for the interim period ended June 30, 2014.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1

Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is COSO Financial Controls Framework.

5.2

ICFR - material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a)

a description of the material weakness;

(b)

the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

(c)

the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

5.3

Limitation on scope of design: N/A

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2014 and ended on June 30, 2014 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:	August 15, 2014

	François Marland
	[Name]


	/s/ François Marland, CEO
	[Signature] [Title]

Exhibit 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Shaun Heinrichs, Chief Financial Officer of Veris Gold Corp., certify the following:

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1

Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is COSO Financial Controls Framework.

5.2

ICFR - material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a)

a description of the material weakness;

(b)

the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

(c)

the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

5.3

Limitation on scope of design: N/A

Date:	August 15, 2014

	Shaun Heinrichs
	[Name]


	/s/ Shaun Heinrichs, CFO
	[Signature] [Title]

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