NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, B.C. - Northern Vertex Mining Corp. (TSX.V:NEE) (the "Company") is pleased to announce a Non-Brokered Private Placement (the "Private Placement") of up to approximately 6 million units (each "Unit") at a purchase price of $1.25 per Unit, for aggregate gross proceeds to the Company of up to $7,500,000.
Each Unit will consist of one common share ("Common Share") of the Company and one-half of one transferable share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder to acquire one Common Share at an exercise price of $1.75 for a period of 24 months from the closing date of the Private Placement. The expiry date of the Warrants may be accelerated, at the sole option of the Company, to 30 business days following the date on which the Company gives notice that its common shares have closed for 21 consecutive trading days at a price of $2.00 or greater.
In addition, the Company has granted an over-allotment option (the "Option") to sell up to an additional 2 million Units pursuant to the Offering, exercisable at any time prior to 48 hours before the closing of the Offering.
The Company intends to use the net proceeds of the Offering for the advancement of the Moss project, maintenance of other projects and general corporate purposes. The Private Placement and payment of any finder's fee are subject to acceptance by the TSX Venture Exchange.
The closing date of the Offering is scheduled on or about November 26, 2012. All securities issued will be subject to a four month hold period. The Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals.
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 securities in the United States.
About Northern Vertex: 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 gold projects that demonstrate near term production potential and long-term sustainable growth.
ON BEHALF OF THE BOARD OF NORTHERN VERTEX
For further information, please visit www.northernvertex.com
or contact Investor Relations at: 604-601-3656 or at 1-855-633-8798.
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.
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.
2012 number 23