“The Moss Mine Gold/Silver Project Scheduled for Production in Q4, 2017”
July 20, 2017, Vancouver, B.C. - Northern Vertex Mining Corp. (TSX.V: NEE) (the Company”) is pleased to announce the closing of the final tranche (“Tranche 2”) of the US$20 million non-brokered private placement (“Greenstone Financing”) with Greenstone Resources II L.P. (“Greenstone”) as previously announced on May 26, 2017 and June 9, 2017. The Company has also received an additional US$5 million from Sprott Private Resource Lending (Collector), LP (“Sprott Lending”) under the credit agreement dated as of November 4, 2016, for a total of US$15 million from Sprott Lending (see November 7, 2016 and June 8, 2017 news releases for further details).
Kenneth Berry, President and CEO, stated: “Our financial partnership with Greenstone Resources and Sprott Lending has enabled us to expedite construction at our 100% owned Moss Mine Gold/Silver Project in Western Arizona. I would like to thank Greenstone and Sprott for their insights and their commitment. I would also like to thank our shareholders, our focused construction team, our host community and stakeholders in and around Bullhead City, Mohave County, Arizona. Under the guidance of Dr. David Stone (project manager), Joseph Bardswich, PEng (president, Golden Vertex), M3 Engineering, Golder and Associates, and N.A. Degerstrom, we continue to achieve considerable progress towards our goal of scheduled production in Q4, 2017”.
Pursuant to the closing of Tranche 2, Greenstone purchased 23,849,230 units (“Units”) of the Company at a price of Cdn$0.52 per Unit for aggregate gross proceeds of US$9,213,670 (Cdn$12,401,600). 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 Greenstone to acquire one common share of the Company at an exercise price of Cdn$0.91 for a period of two years and at a price of Cdn$1.04 for the remainder of the term of the Warrant. This transaction received the disinterested approval of the Company’s shareholders (with all shares held by Greenstone and its affiliates and associates excluded from voting) at a special meeting of the shareholders that was held on July 18, 2017. No finders’ fees or commissions were paid in connection with the Greenstone Financing. All securities issued to Greenstone on the closing of Tranche 2 are subject to a four-month hold period, expiring on November 20, 2017, pursuant to applicable securities legislation and the policies of the TSX Venture Exchange (the “Exchange”).
The Company intends to use the net proceeds of the Greenstone Financing for the continued development and construction of its Moss Mine Gold/Silver Project located in Mohave County, Arizona and for general working capital and general corporate purposes.
Upon closing of Tranche 2, Greenstone, together with the 27,920,000 common shares issued upon the closing of the first tranche (“Tranche 1”) of the Greenstone Financing on June 9, 2017, holds an aggregate of 51,769,230 common shares representing 30.2% of the Company’s issued and outstanding common shares and an increase of 14,0% from the security holding percentage prior to completion of Tranche 2. In addition, Greenstone holds an aggregate of 25,884,615 common share purchase warrants (including the 13,960,000 warrants issued to it on the closing of Tranche 1), which if such warrants are exercised in full will result in the issuance of an additional 25,884,615 common shares and will result in Greenstone holding an aggregate of approximately 39.4% of the current issued and outstanding shares on a partially diluted basis and 32.5% on a fully diluted basis.
Greenstone has advised the Company that it is acquiring the securities under the Greenstone Financing for investment purposes. Depending on market conditions and other factors, Greenstone advises that it may from time to time acquire and/or dispose of 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 commission in connection with the transactions will be available on SEDAR at www.sedar.com.
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.
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 experienced management team has 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.
Greenstone’s registered office is at:
Greenstone Resources II L.P.
1st Floor, Royal Chambers St Julian’s Avenue
St Peter Port, Guernsey
For further information, please contact
Joanna Duquemin Nicolle and Sadie Morrison at +44 1481 810 100.
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 19, 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 proposed use of the proceeds of the Greenstone 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 anticipated use of the proceeds of the Greenstone Financing. There can be no assurance that the proceeds of the Greenstone 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 18