Northern Vertex Receives Exchange Approval for Joint Venture Agreement for Lemhi Gold-Silver Property in Idaho and Closes $13.3M Non-Brokered Private Placement

Nov 28, 2011  Share:  Share on Facebook   Share on Twitter   Share on Google Plus   Share on LinkedIn

Resumption of Trading

Vancouver, B.C. - Northern Vertex Capital Inc. (TSX.V:NEE) ("Northern Vertex") is pleased to report that it has received approval from the TSX Venture Exchange regarding the joint venture agreement to acquire up to a 75.5% interest in the Lemhi Gold Project (the "Lemhi Property") located 25 miles north of Salmon, Idaho (the "Joint Venture") and that it has closed its non-brokered private placement for gross proceeds of $13,379,500.

States Northern Vertex CEO Kenneth Berry "We are very pleased to acquire a major interest in the advanced Lemhi Gold Project and to report our corporate financing was oversubscribed, increasing from the announced total of $12.6 million to $13.3 million. The level of support and commitment from the financial community is clearly a testimony to the quality of both the Lemhi Gold Project in Idaho and Northern Vertex's advancing Moss Gold-Silver Project in Arizona."

"The financing gives us the ability to fast-track confirmation drilling and development at Lemhi, while we continue our ongoing resource expansion and near-term production initiatives at Moss. We plan on applying the same proven resource growth and development model to Lemhi that we utilized on our recent successful drill and development program on Moss, which culminated in generating a NI 43-101 compliant Gold Eqv. Resource of 590,400 ounces in less than 7 months." adds Mr. Berry.


Effective November 23, 2011, Northern Vertex issued a total of 11,634,348 units ("Units") at a price of $1.15 per Unit for aggregate gross proceeds of $13,379,500. Each Unit consists of one common share ("Share") of Northern Vertex and one-half of one transferable common share purchase warrant (each whole warrant a "Warrant"). Each whole Warrant entitles the holder to purchase one additional Share at a purchase price of $1.55 per Share until November 23, 2013, subject to acceleration. The expiry date of the Warrants may be accelerated, at the sole option of Northern Vertex, to 30 business days following the date on which Northern Vertex gives notice that its common shares have had a closing price on the TSX Venture Exchange for 21 consecutive trading days of CAN$2.00 or greater. Cash finder's fees in the aggregate amount of $865,231 are payable to arm's length parties in relation to the private placement. All of the securities issued in the private placement will have a hold period which expires March 24, 2012. The net proceeds from the private placement will be used to finance the Lemhi acquisition, to conduct a 30,000 foot drill program on the Lemhi Gold Project, for additional work on Northern Vertex's other properties and for general working capital purposes.

Resumption of Trading

Northern Vertex's common shares will resume trading on the TSX Venture Exchange effective Monday, November 28, 2011.

Lemhi Property Joint Venture

The Lemhi Property was recently assembled from four underlying property holders to form a newly consolidated advanced exploration opportunity. The Lemhi Property includes Yamana's interest in the Humbug Gold Deposit and has a historical NI 43-101 non-compliant resource of 32.36 million short tons at a grade of 0.0375 ounces per short ton for 1.21 million contained ounces of gold, as reported by Pincock Allen & Holt in 1996 (the "PAH Report"). The PAH Report calculated a NI 43-101 noncompliant Geological Resource on the Humbug based on 277 reverse circulation holes totaling 157,000 feet with a cut off grade of 0.0112 opt. In 1996 Kappes, Cassiday & Associates conducted a noncompliant Pre-Feasibility Study on the Humbug deposit based on 15,675,000 tons of ore, and an approximate 6-year mine life. Northern Vertex cautions that a qualified person has not done sufficient work to classify the historical estimate, or has substantiated any data as it pertains to a pre-feasibility study, as current mineral resources or mineral reserves, therefore, it should not be relied upon on as actual resource or reserve estimates, and should be construed only as conceptual in nature. The Company is treating the historical estimate only a guideline to determining potential future mineral resources or mineral reserves, and not as current mineral resources or mineral reserves. A current 43- 101 Technical Report on the Lemhi Property, will be filed on SEDAR within the next 45 days. Northern Vertex will immediately complete its initial funding commitment to the Joint Venture totaling US$7.65 million, of which US$500,000 has already been advanced, Northern Vertex will have a 51% interest in the Joint Venture and has the option to increase its joint venture interest to 75.5%. Based on the PAH Report of 1.21 million historical resource ounces at the Lemhi Project and Northern Vertex's pro rata acquisition cost of US$4,845,000, Northern Vertex is acquiring its initial 51% interest in the Lemhi Property at less than $8 per historical resource ounce of gold.

The Terms of the Joint Venture and Acquisition

Northern Vertex and Idaho State Gold Company, LLC ("ISGC", a private Idaho investment company) entered into joint venture agreements dated as of September 21, 2011 (the "JV Agreement") and formed the joint venture entity named Lemhi Gold Trust, LLC ("JV LLC"). JV LLC has consolidated and acquired the Lemhi Property from four underlying vendors for a total acquisition cost of US$9.5 million (the "Acquisition"), of which:
  • S$5.75 million was paid on September 23, 2011 (the "Closing Date"),
  • US$2.65 million is payable on the first anniversary of the Closing Date,
  • US$150,000 is payable on the second and third anniversaries of the Closing Date; and
  • US$200,000 is payable on the fourth through seventh anniversaries of the Closing Date.
On funding its initial commitment of US$7.65 million, Northern Vertex will be the operator at the Lemhi Property and Northern Vertex will undertake an initial drill program of at least 30,000 feet to validate and expand the historic resource. Northern Vertex and ISGC have agreed to a total initial funding commitment totaling US$15 million that will cover the cost of the Acquisition and the initial work program in connection with the 30,000 foot drill program.

Non-Compliant 43-101 Historical Resources and Reserves

The above-noted historical resource estimate is mentioned for illustrative purposes only and is not compliant with National Instrument 43-101 ("NI 43-101"). The reliability of historical estimates is unknown but considered relevant by Northern Vertex. These are historical resource estimates prepared prior to the implementation of NI 43-101 and use terminology not compliant with current reporting standards. Northern Vertex has not made any attempt to re-classify the estimates according to current NI 43-101 standards of disclosure or the CIM definitions. Northern Vertex is not treating this estimate as current mineral resources or mineral reserves as defined in NI 43-101. These historical estimates should not be relied upon and were authored by Pincock Allen & Holt, Geological and Resource Model of the Humbug Deposit dated February 8, 1996.

Northern Vertex is a gold exploration and development company operating principally in the United States and Canada. The Company comprises an experienced management group with a strong background in all aspects of acquisition, exploration, development and financing of precious metal mining projects. The Company's stated mandate is to acquire, develop and advance asset-based gold projects that demonstrate near term production potential and long-term sustainable growth.


"Joseph Bardswich"

For further information, please visit
or contact Colin Clancy at Telephone: 604-601-3656

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or the accuracy of this release.

Forward Looking Statements
This news release contains forward-looking statements that are based on the Company's current expectations and estimates. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur, and include, without limitation, statements regarding the Company's plans with respect to the exploration and development of its projects. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

Cautionary Note to US Investors: This news release may contain information about adjacent properties on which we have no right to explore or mine. We advise U.S. investors that the SEC's mining guidelines strictly prohibit information of this type in documents filed with the SEC. U.S. investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties. This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.