Supplement No. 1
June 12, 1996
SUPPLEMENTAL PROXY STATEMENT
OF
SISKON GOLD CORPORATION
350 Crown Point Circle, Suite 100
Grass Valley, CA 95945
(916) 273-4311
This Supplemental Proxy Statement is furnished to the Shareholders of Siskon
Gold Corporation ("Siskon" or the "Company") in connection with the
solicitation of proxies on behalf of Siskon's Board of Directors for use at
Siskon's Annual Meeting of the Shareholders (the "Meeting") to be held on
Friday, June 21, 1996, at 10:00 a.m. (PDT), at Siskon's corporate offices
located at 350 Crown Point Circle, Suite 100, Grass Valley, CA 95945, and at
any and all adjournments thereof. Only shareholders of record on April 22,
1996, are entitled to notice of and to vote at the Meeting.
As previously disclosed in the Company's SEC Form 10-KSB (Part I, Item 1, at
pages 4-5), on November 15, 1995, the Company completed a private placement of
$2 million in the form of Series 2 Class B Common Stock (the "Series 2 Shares")
and a $3 million Convertible Note with SJ Gold Inc., a wholly owned subsidiary
of Vengold Inc. (hereinafter collectively referred to as "Vengold"). The
Series 2 Shares have the right to nominate and elect two directors to the
Siskon Board of Directors. At the closing of the private placement, Vengold
appointed Mr. Glen A. Ives and Mr. Robert J. Gallagher as directors nominated
and elected by the Series 2 Shares.
As an integral part of the private placement, the Company agreed to create a
Budget Committee of the Board of Directors composed of the two (2) Vengold
directors and one (1) non-Vengold director. The Budget Committee was to remain
in existence until all of the proceeds from the private placement had been
expended by the Company. On May 21, 1996, the Siskon Board of Directors
determined that all of the proceeds from the private placement had been
expended by the Company and dissolved the Budget Committee. In light of this
action, Messrs. Ives and Gallagher determined that their presence on the
Company's Board of Directors was no longer necessary and resigned therefrom
effective May 21, 1996. Consequently, Messrs. Ives and Gallagher no longer
serve as directors of the Company and have indicated their intention not to
stand for election at the Meeting.
In light of the foregoing, only Messrs. Callaway, Snead, Epstein and Bartel
will be standing for election at the Meeting. All proxies returned to the
Company will be voted as instructed by the shareholder returning the proxy,
except that Messrs. Ives and Gallagher will not be nominated as directors and
no votes will be cast for them by the proxy holders at the Meeting.
Any shareholder who has delivered a proxy has the power to revoke it at any
time before it is voted by the proxy holder at the Meeting or any adjournment
thereof, by (i) filing with the Company a written notice of its revocation
addressed to Claudia J. Mack, Corporate Secretary, 350 Crown Point Circle,
Suite 100, Grass Valley, CA 95945, (ii) submitting a duly executed proxy
bearing a later date, or (iii) appearing at the Meeting and giving the
Corporate Secretary notice of his or her intention to vote in person. Any
shareholder desiring a new proxy card may request one from the Corporate
Secretary by calling (916) 273-4311 or by facsimile (916) 273-3933.
Sincerely,
Timothy A. Callaway
President & Chief Executive Officer
