"The Moss Mine Gold/Silver Project in Arizona is Scheduled for Production in Q4, 2017"
VANCOUVER, June 9, 2017 /PRNewswire/ - Northern Vertex Mining Corp. (TSX.V:NEE) (the Company") is pleased to announce the closing of the initial tranche ("Tranche 1") 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. Pursuant to closing of Tranche 1, Greenstone has purchased 27,920,000 units ("Units") of the Company for aggregate gross proceeds of US$10,786,330 at a price of Cdn$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 Greenstone to acquire one common share of the Company at an exercise price of Cdn$0.91 for a period of two years from shareholder approval (as described in more detail below) and at a price of Cdn$1.04 for the remainder of the term of the Warrant.
Upon closing of Tranche 1, Greenstone holds 19.9% of the Company's issued and outstanding common shares. Pursuant to the terms of the Greenstone Financing, Greenstone may not hold more than 19.99% of the Company's issued and outstanding common shares absent shareholder approval, resulting in the Warrants issued on the closing of Tranche 1 not being exercisable by Greenstone until such approval to the issuance of such shares upon the exercise of the Warrants has been obtained from the shareholders of the Company (other than Greenstone). Assuming such shareholder approval is obtained, Greenstone will, assuming exercise in full of the 13,960,000 Warrants issued to it pursuant to Tranche 1, beneficially hold and control in aggregate 41,880,000 common shares of the Company, representing an aggregate interest of approximately 27.2%, on a partially diluted basis, of the then issued and outstanding common shares of the Company. No finders fees or commissions are payable in connection with the Greenstone Financing. All securities issued to Greenstone on the closing of Tranche 1 of are subject to a four-month hold period, expiring on October 10, 2017, pursuant to applicable securities legislation and the policies of the TSX Venture Exchange (the "Exchange").
In accordance with the policies of the Exchange, the second tranche of the Greenstone Financing will require the approval of the shareholders of the Company, as the issuance of the second tranche of the Greenstone Financing (comprising 23,849,230 Units) will result in the creation of a new "control person" of the Company as defined in the policies of the Exchange.
The Company intends to obtain the approval of its shareholders (excluding Greenstone) to the creation of a new "control person" at a special meeting (the "Special Meeting") of the shareholders of the Company to be held in Vancouver on July 18, 2017. Assuming shareholder approval is obtained, and subject to the completion of the conditions to the closing of the second tranche of the Greenstone Financing, the second tranche is scheduled to close shortly after shareholder approval is obtained.
Greenstone has exercised its right to nominate a director to the board of directors of the Company and Mr. Michael Haworth has consented to join the Company's board of directors.
Mr. Michael Haworth co-founded Greenstone in 2013 with a 20-year career in the mining sector including roles as Managing Director at JP Morgan and head of Mining and Metals Corporate Finance in London. Since leaving JP Morgan in 2006, Mr. Haworth founded and subsequently listed Zanaga Iron Ore Company and Ncondezi Coal Company both of which are AIM listed. Together with Mr. Mark Sawyer, Mr. Haworth oversees all aspects of the management of Greenstone. Mr. Haworth also serves as a director of Greenstone Management Ltd, Greenstone's General Partner.
Additionally, Greenstone retains the right, subject to Greenstone meeting certain shareholding thresholds, to nominate one further director to the Company's board of directors, who will be an independent person at arm's length to Greenstone and the Company with appropriate industry experience. The second director will be nominated and appointed at a future date.
The Company has also created a Steering Committee, which will be responsible for assessing and reviewing the overall progress of the Company's projects, including the Moss Mine Gold/Silver Project, and potential US gold consolidation opportunities. The Committee, will be chaired by the Kenneth Berry, the Company's Chief Executive Officer, will be comprised of four additional members, of which two members have been nominated by Greenstone.
The Company has granted to Greenstone a standard pre-emptive right for as long as it maintains ownership of at least 10% of the Company's issued and outstanding common shares.
The second tranche of the Greenstone Financing is subject to the completion of certain conditions precedent which are customary for transactions of this nature, including the receipt of all regulatory approvals including the acceptance of the Exchange, and the receipt of the approval of the Company's shareholders for the issuance of the second tranche Units and for the resolutions referred to above.
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.
Greenstone is a private equity fund specialising 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.
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 and can be obtained by contacting Joanna Duquemin Nicolle and Sadie Morrison at Greenstone +44 1481 810 100.
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
"Kenneth Berry "
President & CEO
Greenstone's registered office is at:
Greenstone Resources II L.P.
1st Floor, Royal Chambers
St Julian's Avenue
St Peter Port, Guernsey
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 June 9, 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 planned completion of the Greenstone Financing and the proposed use of the proceeds of the financings.
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 Greenstone Financing, the receipt of shareholder approval at the Special Meeting and the anticipated use of the proceeds of the financings. There can be no assurance that the Greenstone Financing will complete within the anticipated timelines or complete as contemplated or at all, or that the proceeds of the financings 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.
SOURCE Northern Vertex Mining Corp.