NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia – Tuesday, February 16th, 2021 – Northern Vertex Mining Corp. (“Northern Vertex”) (TSX.V:NEE, OTC-NASDAQ Intl: NHVCF) has acquired Eclipse Gold Mining Corporation (“Eclipse”) (TSX.V:EGLD, OTC:EGLPF), creating a well-funded gold producer and consolidator, operating entirely in the Western United States. As at February 12, 2021, the combined entity had a cash balance of approximately US$18.7 million.
Kenneth Berry, President and CEO of Northern Vertex, commented, “We have created a powerful gold consolidation company operating exclusively in the Western United States by combining the assets and leadership teams of Northern Vertex and Eclipse Gold. With a strong balance sheet, production from the Moss Mine, and significant organic growth targeted through exploration at both the Moss Mine in Arizona and the Hercules Project in Nevada, we are uniquely positioned to be an active consolidator to become a mid-tier producer. On behalf of the entire Northern Vertex team, I thank our outgoing directors, Joe Bardswich and Ivan Fairhall, for their dedicated guidance and support, and I personally welcome Doug Hurst as Chairman, Marcel de Groot as director, and Mike Allen and Dr. Warwick Board as incoming senior executives. I am excited to be working with our entire management and operating team as we continue to grow Northern Vertex.”
The Board of Directors and senior executives of Northern Vertex are as follows:
Board of Directors
Senior Executive Team
Doug Hurst – Chairman
Ken Berry – CEO
David Splett – CFO
Mike Allen – EVP, Corp Dev
Warwick Board – VP, Exploration
Joel Murphy – GM
Marcel de Groot
Northern Vertex acquired Eclipse via a statutory plan of arrangement under the Business Corporations Act (British Columbia) pursuant to which Northern Vertex has acquired (the “Transaction”) all of the issued and outstanding common shares of Eclipse (each, an “Eclipse Share”). Pursuant to the Transaction, Eclipse shareholders are entitled to receive 1.09 common shares of Northern Vertex in exchange for each Eclipse Share held by such shareholder immediately prior to the completion of the Transaction.
It is expected that the Eclipse Shares will be delisted from the TSX Venture Exchange as of the close of trading on or about February 17, 2021. It is anticipated that Northern Vertex will shortly apply to cause Eclipse to cease being a reporting issuer under applicable Canadian securities laws.
Prior to effecting the Transaction, Maverix Metals Inc. ("Maverix") held 37,979,582 common shares representing approximately 14% of the total number of issued and outstanding common shares of Northern Vertex on a non-diluted basis. Following the transfer of common shares to Eclipse pursuant to the terms of the plan of arrangement and the closing of the Transaction, Maverix owns 18,468,541 common shares of Northern Vertex, representing 4.9% of the total issued and outstanding common shares. In accordance with applicable securities laws, Maverix may, from time to time and at any time acquire additional common shares and or other securities or instruments of Northern Vertex in the open market or otherwise. Maverix reserves the right to dispose of any or all of its securities in the open market or otherwise at anytime and from time to time, and to engage in similar transactions with respect to its securities of Northern Vertex, the whole depending on market conditions, the business and prospects of Northern Vertex and other relevant factors.
The foregoing technical information contained in this news release has also been reviewed and verified by Mr. Joseph Bardswich, P.Eng., a director of the Company and a Qualified Person (“QP”) for the purpose of National Instrument 43-101 (Disclosure Standards for Mineral Projects).
About Northern Vertex Mining Corp.
Northern Vertex Mining Corp. owns and operates the Moss Mine, currently the largest pure gold and silver mine in Arizona and is exploring the district-scale Hercules gold property within Nevada’s Walker Lane trend. 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 and exploration at both the Moss and the Hercules property, located only a one-hour drive from Reno, the company is strongly positioned for organic growth. The company intends to consolidate additional producing and exploration gold assets within the Western US. Through mergers and acquisitions and organic growth, Northern Vertex’s corporate goal is to become a mid-tier gold producer.
ON BEHALF OF THE BOARD OF DIRECTORS OF NORTHERN VERTEX MINING
President, CEO and Director
TSXV: NEE | Nasdaq Intl: NHVCF | Frankfurt: 54N | ISIN: CA6660061012 | WKN: A1JUA0
Neither the 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.
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 anticipated benefits of the Transaction to Northern Vertex and Eclipse and their respective securityholders, the timing of the delisting of the Eclipse shares from trading on the Exchange and Northern Vertex’s intention to apply to cause Eclipse to cease to be a reporting issuer under applicable Canadian securities laws, are forward-looking statements. Although Northern Vertex and Eclipse believe 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 neither Northern Vertex nor Eclipse 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 the periodic filings of Northern Vertex and Eclipse with Canadian securities regulators, and assumptions made with regard to: the estimated costs associated with the advancement of the projects of Northern Vertex and Eclipse; and the ability of Northern Vertex and Eclipse to achieve the synergies expected as a result of the Arrangement. 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 the expectations of Northern Vertex and Eclipse include risks associated with the businesses of Northern Vertex and Eclipse; 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 and Eclipse do 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.
2021 number 2