NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
August 5, 2020,Vancouver, B.C. - Northern Vertex Mining Corp. (TSX.V: NEE)(OTC Nasdaq Intl.: NHVCF)(the "Company" or "Northern Vertex") is pleased to announce that further to its press release dated July 9, 2020, it has completed the redemption of itssubordinated unsecured convertible debentures that mature on May 31, 2021 (the "Outstanding Debentures") and issued new subordinated unsecured convertible debentures that mature on June 30, 2025 (the "New Debentures"). A total of $6.3 million of New Debentures were closed in the initial tranche, and the Company has commitments for the remaining $0.4 million to be closed in the final tranche, for a gross total of $6.7 million.
The Company issued a notice of redemption in respect of its Outstanding Debentures effective July 31, 2020, providing the Holders with the opportunity to either subscribe for New Debentures, or receive cash equal to the principal amount of the Outstanding Debentures plus accrued and unpaid interest thereon. Holders of the aggregate principal of $6.3 million of the Outstanding Debentures elected to subscribe for the New Debentures in the first tranche of the Company's private placement of New Debentures (the "Private Placement"). The New Debentures have substantially the same terms as the Outstanding Debentures, as described in the Company's press release dated July 9, 2020. The New Debentures and the common shares of the Company issuable under the New Debentures, if issued before December 1, 2020, are subject to a hold period that expires on December 1, 2020, in accordance with applicable Canadian securities laws and policies of the TSX Venture Exchange (the "Exchange"). The Private Placement is subject to the final approval of the Exchange, and may close in one or more tranches. No finder's fees were paid in respect of the Private Placement.
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.
About Northern Vertex Mining Corp.
Northern Vertex Mining Corp. is focused on low cost gold and silver production at its 100% owned Moss Mine in NW Arizona. The Company has experience across all areas of operations, mine development, exploration, acquisitions and financing of mining projects. With operations at the flagship Moss Mine achieving commercial production the Company intends to consolidate additional producing or near-term production gold assets within the Western US. Through mergers and acquisitions Northern Vertex's corporate goal is to become a mid-tier gold producer.
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.
Cautionary Note Regarding Forward-Looking Statements:
This news release contains statements about our future business and planned activities. These are "forward-looking" because we have used what we know and expect today to make a statement about the future. Forward-looking statements including but are not limited to comments regarding the timing and content of upcoming work and analyses. Forward-looking statements usually include words such as scheduled, may, intend, plan, expect, anticipate, believe or other similar words, and include statements with respect to final regulatory approval to the Private Placement and future tranches of the Private Placement. 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, including factors relating to receipt of regulatory approvals. Factors that could cause actual results to differ materially from those in forward-looking statements include that the Company does not receive final regulatory acceptance to the Private Placement. We believe the expectations reflected in these forward-looking statements are reasonable. Actual events and results could be substantially different because of the risks and uncertainties associated with our business or events that happen after the date of this news release. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date made. As a general policy, we do not update forward-looking statements except as required by securities laws and regulations.
2020 number 13