January 17, 2018, Vancouver, B.C. - Northern Vertex Mining Corp. (TSX.V: NEE) (the "Company") is pleased to announce that it has successfully completed the vendor commissioning phase of the start-up of the Moss Mine crushing plant.
The initial testing phase of the crushing plant included 14 conveyors and 4 vibratory rock feeders, the jaw crusher, a K400 secondary cone crusher, two K500 tertiary cone crushers, the cement silo and cement feeder, and the agglomeration drum. The vendor representatives included Goodfellow Crushers, Kolberg-Pioneer, Johnson Crushers and WestPro Machinery. The initial commissioning phase included both the overland and grasshopper conveyors to deliver ore to the leach pad. The next phase of commissioning will focus on the implementation of the Programable Logic Control ("PLC") programming and operations with the Human-Machine Interface ("HMI"), followed by calibration of the instrumentation. The first ore stacking on the leach pad should commence by early next week.
Furthermore, the Company has drawn the initial advance of US$3M (the "Initial Advance") under its US$6M non-revolving working capital facility ("Facility") with Greenstone Resources II L.P. ("Greenstone"). The Initial Advance is evidenced by way of a convertible debenture (the "Debenture"). Up to three further advances may be made under the Facility prior to June 30, 2018. The terms of the Debenture remain unchanged from the terms disclosed in the Company's press release dated December 21, 2017, as follows:
- maturity and full principal repayment date of January 31, 2020, subject to Greenstone having not elected to convert at their option at any time prior to the maturity date the principal amount outstanding;
- interest rate of 12% per annum, payable in cash, quarterly in arrears;
- conversion price is the lower of: (i) Cdn$0.70; and (ii) if the Company has announced a potential merger, amalgamation, arrangement, acquisition or other type of business transaction that results in a change of control, or an M&A Transaction (including the issuance by the Company of more than 20% of its stock), as the case may be, the 20 day VWAP prior to such announcement, subject to the conversion price not being less than Cdn$0.51.
The Debenture, and any common shares issued upon conversion of the Debenture prior to May 16, 2018, will be subject to a four month hold period from the date of issuance in accordance with applicable Canadian securities laws. The proceeds from the initial advance will be used by the Company primarily for commissioning of its Moss Mine project in Arizona, along with exploration and for general corporate and working capital requirements.
Greenstone is a significant shareholder of the Company holding an aggregate of 51,796,230 common shares of the Company, representing approximately 29.6% of the issued and outstanding common shares of the Company on an undiluted basis, and accordingly, the transaction is a non-arm's length transaction under the policies of the Exchange. A facility fee of US$90,000 was paid to Greenstone on drawdown.
Upon conversion, if any, in full of the Debenture (assuming an exercise price of Cdn$0.70 and using the Bank of Canada closing exchange rate on January 15, 2018 of US$1 = C$1.2422), Greenstone would receive an aggregate of 5,323,714 additional common shares of the Company, as a result of which it would hold, including the current shares it holds, 57,119,944 common shares of the Company, representing approximately 31.7%, on an undiluted basis, of the issued and outstanding shares of the Company (including the issuance of such shares). This would represent an increase of approximately 2.08% from Greenstone's current shareholding percentage of the Company.
Greenstone has advised the Company that if the Debenture is converted, it would be acquiring the underlying shares for investment purposes. Depending on market conditions and other factors, Greenstone advises that it may from time to time acquire and/or dispose of additional securities of the Company or continue to hold its current position. A copy of the early warning report required to be filed by Greenstone with the applicable securities commissions in connection with the issuance of the Debenture will be available on SEDAR at www.sedar.com.
The securities being offered have not been, nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of, or a solicitation of an offer to buy, securities in the United States.
About Northern Vertex
Northern Vertex Mining Corp. is an exploration and mining company focused on the reactivation of its 100% owned Moss Mine Gold/Silver Project located in NW Arizona, USA. The Company's management comprises an experienced management team with a strong background in all aspects of acquisition, exploration, development, operations and financing of mining projects worldwide. The Company is focused on working effectively and respectfully with its stakeholders in the vicinity of the historical Moss Mine and enhancing the capacity of the local communities in the area.
About Greenstone Resources
Greenstone is a private equity fund specializing in the mining and metals sector. The Greenstone team has over 80 years of experience in the sector covering all aspects of mining project development. Further details on Greenstone can be found at www.greenstoneresources.com
ON BEHALF OF THE BOARD OF NORTHERN VERTEX
"Kenneth Berry"
President & CEO
For further information, please visit www.northernvertex.com
or contact Investor Relations at: 604-601-3656 or at 1-855-633-8798.
Greenstone's registered office is located at:
Greenstone Resources II L.P.
P.O. Box 656, East Wing, Trafalgar Court
Les Banques, St. Peter Port
Guernsey GY1 3PP
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements:
The information in this news release has been prepared as at January 15, 2018. Certain statements in this news release, referred to herein as "forward-looking statements", constitute "forward-looking statements" under the provisions of Canadian provincial securities laws. These statements can be identified by the use of words such as "expected", "may", "will" or similar terms, and include, without restriction, statements regarding the proposed use of the proceeds of the financing and whether the conditions for future advances under the Facility will be completed or satisfied.
Forward-looking statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Many factors, known and unknown, could cause actual results to be materially different from those expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as otherwise required by law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which any such statement is based More particularly, this release contains statements concerning the anticipated Facility, and the anticipated use of the proceeds of the financing. There can be no assurance that any subsequent advances under the Facility will complete within the anticipated timeline or complete as contemplated or at all, or that the proceeds of the financing will be used as anticipated. US investors should be aware that mining terminology used for Canadian mineral project reporting purposes differs significantly from US terminology.
2018 number 02