July 13, 2017, Vancouver, B.C. - Northern Vertex Mining Corp. (TSX.V:NEE) (the Company”) is pleased to announce the closing of a tranche of its non-brokered private placement (the “Private Placement”) as previously announced on May 26, 2017, raising gross proceeds to the Company of $2,783,300. Additionally, the Company announces that it received $1,134,000 from the exercise of certain warrants, which were due to expire between July 3 and 11, 2017.
The Company has issued an aggregate of 5,352,500 units (each a “Unit”) at a purchase price of $0.52 per Unit. Each Unit consists of one common share of the Company and one-half of one non-transferable common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant has a term of five years and entitles the holder to acquire one common share of the Company at an exercise price of $0.91 for a period of two years from the date of issuance of the Warrant and at a price of $1.04 for the remainder of the term of the Warrant. Cash finders’ fees of 6% on a portion of the gross proceeds raised under the Private Placement, totaling $142,896, will be paid to certain finders at arm’s length to the Company.
The Company intends to use the net proceeds of the Private Placement for the continued development and construction of its Moss Mine Gold/Silver Project located in Mohave County, Arizona. All of the securities issued under the initial tranche of the Private Placement are subject to a hold period under applicable Canadian securities laws expiring on November 14, 2017.
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.
Additionally, the Company also announces that it has obtained the acceptance of the TSX Venture Exchange to extend the closing date for the Private Placement to up to August 9, 2017.
The Company also announces that under the terms of the convertible debentures issued under the convertible debenture indenture dated as of July 14, 2016 between the Company and Computershare Trust Company of Canada, it elected to satisfy its obligation to pay an aggregate of $183,755 in interest on the convertible debentures by issuing to such debenture holders on the interest payment date of May 31, 2017 an aggregate of 346,734 common shares. The Company paid to each such debenture holder 4.7170 common shares per $100 principal amount of debentures held as at the interest payment record date. Under the terms of the Indenture, no fractional common shares were delivered upon payment of the interest obligation and the Company is not required to pay the cash equivalent of any amount less than $5.00.
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 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
President & 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.
The information in this news release has been prepared as at July 13, 2017. 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 completion of the Private Placement and the proposed use of the proceeds of the financing.
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 closing of the second tranche of the Private Placement and the anticipated use of the proceeds of the financing. There can be no assurance that the second tranche of the Private Placement will complete within the anticipated timelines 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.
2017 number 16