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 that, further to the Company's news release on July 10th, it will be proceeding with a Private Placement equity financing (the "Private Placement") of approximately 7.7 million units (each "Unit") at a purchase price of $0.65 per Unit, for aggregate gross proceeds to the Company of approximately $5,000,000.
Each Unit consists 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 $0.90 for a period of 18 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 $1.40 or greater. Cash finders' fees within TSX Venture policy guidelines will be paid on a portion of the Private Placement. Completion of the Private Placement is targeted for early September, 2013.
Due to investor interest it is possible the Company will upsize the placement by up to a further 2 million Units. Any upsizing must occur within 30 days and will be disclosed in a subsequent news release.
The Company intends to use the net proceeds of the Offering for the advancement of the Moss project, including the completion of a feasibility study and general corporate purposes. The Private Placement as well as any upsizing is subject to acceptance by the TSX Venture Exchange.
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. As a consequence of this financing the Company will not be proceeding in the near term with the previously announced prospectus offering but reserves the right to reinstate that offering at any time and intends to file a shelf prospectus to facilitate a possible future offering by prospectus supplement.
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.
Dick Whittington, President and CEO states: "We are pleased to see the continued market support for the Company's plan to reactivate the Moss Mine gold-silver heap leach project. I believe this reflects well on the strength of the Moss Mine Project itself and our ability to implement its development in the foreseeable future. Our immediate goal is to continue with the operations phase of our Phase I -- Pilot Plant and to move forward with a feasibility study for Phase II -- Operations."
About Northern Vertex: Northern Vertex Mining Corp. is a Canadian based exploration and mining company focused on the reactivation of the Moss Mine Gold-Silver Project located in NW Arizona, USA where the Company has the right to earn-in to 70% property interest through a Joint Venture with Patriot Gold. The Moss Gold-Silver Project is an epithermal, low sulphidation quartz-calcite vein and stockwork system which extends over a strike length of 1,400 meters and has been drill tested to depths of 200 meters vertically. It is a potential heap leach, open pit project being advanced under a three phase business plan, specifically designed to ensure that technical, economic, permitting and funding requirements are met prior to each phase proceeding. 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 our stakeholders in the vicinity of the historical Moss Mine and enhancing the capacity of the local communities in the area.
ON BEHALF OF THE BOARD OF NORTHERN VERTEX
"J.R.H. (Dick) Whittington"
Director, President and CEO
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.
Forward-Looking Statements: The information in this news release has been prepared as at August 27, 2013. 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.
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.
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.
2013 number 18