/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Jan. 14, 2021
/CNW/ - Eclipse Gold Mining Corp. ("Eclipse") (TSX.V:EGLD,
OTC:EGLPF) and Northern Vertex Mining Corp. ("Northern Vertex")
(TSX.V:NEE, OTC-NASDAQ Intl: NHVCF) are pleased to
announce that, further to the companies' press release dated
December 7, 2020 and the Eclipse
press release dated December 15,
2020, Eclipse has successfully closed its previously
announced private placement, issuing 45,119,000 subscription
receipts (the "Subscription Receipts") at a price of
C$0.50 per Subscription Receipt for
gross proceeds of C$22,559,500 (the
"Offering"). The Offering was conducted by a syndicate
of agents led by Stifel GMP, and including Canaccord Genuity Corp.,
Raymond James Ltd., Beacon Securities Ltd. and P.I. Financial Corp.
(collectively, the "Agents") and is being completed in
connection with the plan of arrangement transaction (the
"Transaction") between Northern Vertex and Eclipse that was
announced on December 7, 2020.
Immediately prior to the closing of the Transaction, the
Subscription Receipts will automatically convert into 1/1.09 of a
unit of Eclipse (each whole unit, an "Eclipse Unit"). Each
Eclipse Unit will consist of an Eclipse common share and one-half
of an Eclipse share purchase warrant. Upon the closing of the
Transaction, the Eclipse Units will be exchanged for Northern
Vertex units (the "Northern Vertex Units") in accordance
with the Plan of Arrangement resulting in purchasers of
Subscription Receipts receiving one Northern Vertex Unit for each
Subscription Receipt purchased in the Offering. Each Northern
Vertex Unit will consist of one Northern Vertex common share (a
"Northern Vertex Share") and one half of a Northern Vertex
common share purchase warrant (each whole warrant, a
"Warrant"). Each Warrant will be exercisable, for a period
of two years from the closing of the Offering, into one Northern
Vertex Share at a price of C$0.80 per
Warrant.
The Subscription Receipts were issued pursuant to a subscription
receipt agreement (the "Subscription Receipt Agreement ")
entered into by Eclipse, Stifel GMP on behalf of the Agents and
Computershare Trust Company of Canada as subscription receipt agent. Pursuant
to the Subscription Receipt Agreement, the gross proceeds of the
Offering (the "Escrowed Funds") will be held in escrow
pending satisfaction of certain conditions, including, amongst
others, (a) the satisfaction or waiver of each of the conditions
precedent to the Transaction; and (b) the receipt of all required
shareholder and regulatory approvals in connection with the
Transaction and the Offering, including the conditional approval of
the TSX Venture Exchange (collectively, the "Escrow Release
Conditions"). If the Escrow Release Conditions have not been
satisfied on or prior to March
31st, 2021, the holders of Subscription Receipts
will be returned a cash amount equal to the Issue Price of the
Subscription Receipts and their share of any interest that has been
earned on the Escrowed Funds.
In connection with the Offering, the Agents will receive a cash
commission (the "Cash Commission") equal to 6% of the gross
proceeds, other than in connection with certain President List
sales for which the Agents will receive 5% Cash Commission. 50% of
the Cash Commission will be paid concurrently with the closing of
the Offering and 50% of the Cash Commission will be paid at the
time of the closing of the Transaction. In addition, the
Agents received 2,642,500 broker warrants (the "Broker
Warrants") entitling them to purchase shares of Eclipse.
Following the completion of the Transaction the Broker Warrants
will entitle the Agents to purchase 2,642,500 shares of Northern
Vertex for a period of 24 months following the closing of the
Offering at a purchase price of C$0.50. If the Transaction doesn't close
for any reason then only 50% of the Broker Warrants will be
exercisable by the Agents.
Upon closing of the Arrangement, the Vertex Units issued to the
former holders of Subscription Receipts upon the automatic exchange
of the Eclipse Units will not be subject to any statutory hold
period in Canada.
On January 12, 2021, Eclipse
mailed its information circular prepared in connection with the
Transaction and the special meeting to approve the proposed
Transaction will be held on February
4th, 2021 at 9:00am
PST. The Transaction is expected to close on or around
February 12th, 2021.
About Northern Vertex
Northern Vertex Mining Corp. owns and operates the Moss Mine,
currently the largest pure gold and silver mine in Arizona. Focused on low-cost gold and silver
production, the company has experience across all areas of
operations, mine development, exploration, acquisitions, and
financing of mining projects. With operations at the flagship Moss,
the company intends to consolidate additional producing and
exploration gold assets within the Western US. Through mergers and
acquisitions Northern Vertex's corporate goal is to become a
mid-tier gold producer.
About Eclipse Gold Mining
Eclipse Gold Mining is exploring the district-scale Hercules
gold property within Nevada's
Walker Lane trend. The Hercules
property is located only a one-hour drive from Reno and appears to have all the
characteristics of a large, low-sulphidation epithermal gold
system. The company brings together a team with a track record of
extensive M&A and nine successful buyouts totaling $4.6 billion.
ON BEHALF OF THE BOARD OF DIRECTORS OF NORTHERN VERTEX
MINING
Kenneth Berry
President, CEO and Director
TSXV: NEE | Nasdaq Intl: NHVCF | Frankfurt: 54N | ISIN: CA6660061012 | WKN:
A1JUA0
ON BEHALF OF THE BOARD OF DIRECTORS OF ECLIPSE GOLD
MINING
Michael G. Allen
President, CEO and Director
TSXV: EGLD | OTC: EGLPF | Frankfurt: 43J | ISIN: CA27888R1001 | WKN:
A2PYV4
Cautionary Statement Regarding Forward Looking
Information
All statements, trend analysis and other information contained
in this press release about anticipated future events or results
constitute forward-looking statements. Forward-looking statements
are often, but not always, identified by the use of words such as
"seek", "anticipate", "believe", "plan", "estimate", "expect" and
"intend" and statements that an event or result "may", "will",
"should", "could" or "might" occur or be achieved and other similar
expressions. All statements, other than statements of historical
fact, included herein, including, without limitation, statements
regarding the closing of the Transaction, are forward-looking
statements. Although Northern Vertex believes that the expectations
reflected in such forward-looking statements and/or information are
reasonable, undue reliance should not be placed on forward-looking
statements since Northern Vertex can give no assurance that such
expectations will prove to be correct. These statements involve
known and unknown risks, uncertainties and other factors that may
cause actual results or events to differ materially from those
anticipated in such forward-looking statements, including the
risks, uncertainties and other factors identified in Northern
Vertex's periodic filings with Canadian securities regulators, and
assumptions made with regard to: Northern Vertex's ability to
complete the proposed Transaction; Northern Vertex's ability to
secure the necessary legal and regulatory approvals required to
complete the Transaction; the estimated costs associated with the
advancement of Northern Vertex's projects; and Northern Vertex's
ability to achieve the synergies expected as a result of the
Transaction. Forward-looking statements are subject to business and
economic risks and uncertainties and other factors that could cause
actual results of operations to differ materially from those
contained in the forward-looking statements. Important factors that
could cause actual results to differ materially from Northern
Vertex's expectations include risks associated with the businesses
of Northern Vertex and Eclipse; risks related to the satisfaction
or waiver of certain conditions to the closing of the Transaction;
non-completion of the Transaction; risks related to reliance on
technical information provided by Northern Vertex and Eclipse;
risks related to exploration and potential development of Eclipse's
projects; business and economic conditions in the mining industry
generally; fluctuations in commodity prices and currency exchange
rates; uncertainties relating to interpretation of drill results
and the geology, continuity and grade of mineral deposits; the need
for cooperation of government agencies in the exploration and
development of properties and the issuance of required permits; the
need to obtain additional financing to develop properties and
uncertainty as to the availability and terms of future financing;
the possibility of delay in exploration or development programs and
uncertainty of meeting anticipated program milestones; uncertainty
as to timely availability of permits and other governmental
approvals; and other risk factors as detailed from time to time and
additional risks identified in Northern Vertex's and Eclipse's
filings with Canadian securities regulators on SEDAR in
Canada (available at
www.sedar.com). Forward-looking statements are based on estimates
and opinions of management at the date the statements are made.
Northern Vertex does not undertake any obligation to update forward
looking statements except as required by applicable securities
laws. Investors should not place undue reliance on forward-looking
statements.
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SOURCE Northern Vertex Mining Corp.
