IRW-PRESS: Eclipse Gold Mining Corporation: Eclipse Gold and Northern Vertex oversubscribed financing – Broker option added
NOT FOR DELIVERY TO US NEWS SERVICES OR DISTRIBUTION IN THE UNITED STATES
Vancouver, British Columbia, December 21, 2020. Eclipse Gold Mining Corp. (TSX-V: EGLD, OTC: EGLPF) (Eclipse) and Northern Vertex Mining Corp. (TSX-V: NEE, OTC-NASDAQ Intl: NHVCF) (Northern Vertex) are pleased to announce, regarding the companies’ press release dated December 7, 2020, and Eclipse’s press release dated December 15, 2020, that Eclipse has completed the bookbuilding for has successfully completed its previously announced private placement of subscription certificates valued at US $ 20 million (the Offering). Because of the strong expressions of interest, Eclipse has appointed the broker consortium led by Stifel GMP, including Canaccord Genuity Corp., Raymond James Ltd., Beacon Securities Limited and PI Financial Corp. (the Brokers), grants an option (the Broker Option) that entitles the Brokers to sell up to eight million additional subscription certificates on Eclipse’s behalf at a price of C $ 0.50 per subscription certificate (additional gross receipts of up to four Million Canadian dollars).
Douglas J. Hurst, proposed chairman of the combined company, said: The support reflected in this oversubscribed funding confirms our vision for the company. For us as shareholders, management and the Board, this illustrates the alignment with investors regarding our views on the exploration potential of Moss and Hercules and the value of operating cash flow.
President, CEO and Director Kenneth Berry said, “With a strengthened balance sheet, we look forward to continuing to develop the Moss Mine and systematically exploring both the Moss and Hercules Property. The potential of both properties provides a unique opportunity to add value and grow the combined company.
The offer is being made in connection with the proposed transaction by means of a plan of arrangement (the transaction) between Northern Vertex and Eclipse, which was announced on December 8, 2020.
All other terms of the offer and the transaction described in the press releases dated December 7th and 15th, 2020 remain the same. It is currently anticipated that the Offering will close on or before January 14, 2021, subject to the industry environment, including, but not limited to, obtaining approval from the TSX-V, signing a brokerage agreement between Eclipse and the Brokers, as well the return of the duly completed subscription agreement.
About Eclipse Gold Mining
Eclipse Gold Mining is exploring the Hercules district-wide gold project on the Walker Lane Trend in Nevada. The Hercules Property is just an hour’s drive from Reno and appears to have all of the characteristics of a large epithermal gold system with low sulphidation. The company has a team that has a track record of extensive mergers and acquisitions (M&A) and at least nine successful buyouts valued at $ 4.6 billion.
About Northern Vertex
Northern Vertex Mining Corp. owns and operates the Moss Mine, which is currently the largest pure gold and silver mine in Arizona. The company, with a primary focus on low-cost gold and silver production, has experience in all areas of operations, mine development, exploration, acquisition and financing of mining projects. With operations at the flagship Moss mine, the company intends to consolidate additional producing and exploration gold assets in the western United States. Northern Vertex’s corporate goal is to become a medium-sized gold producer through mergers and acquisitions.
ON BEHALF OF THE BOARD OF DIRECTORS OF ECLIPSE GOLD MINING
Michael G. Allen
President, CEO and Director
Dylan Berg, VP Investor Relations at Eclipse Gold Mining
Company website: www.eclipsegoldmining.com
+1 (844) 427-6453 toll free (in North America)
+1 (778) 945-3949 direct
Email: [email protected]
TSXV: EGLD | OTC: EGLPF | Frankfurt: 43J | ISIN: CA27888R1001 | WKN: A2PYV4
ON BEHALF OF THE BOARD OF DIRECTORS OF NORTHERN VERTEX MINING
President, CEO and Director
Kenneth Berry, President, CEO and Director of Northern Vertex
Company website: www.northernvertex.com
+1 (855) 633-8798 toll free (in North America)
+1 (604) 601-3656 office
Email: [email protected]
TSXV: NO | Nasdaq Intl: NHVCF | Frankfurt: 54N | ISIN: CA6660061012 | WKN: A1JUA0
Cautionary Statement Regarding Forward-Looking Information
All statements, trend analysis and other information about expected future events or results contained in this press release constitute forward-looking statements. Forward-looking statements are often, but not always, made through the use of words such as seek, anticipate, believe, plan, estimate, expect and intend as well as by statements that an event or result will occur or be achieved, will, should or could, and other similar expressions. All statements contained herein, other than statements of historical fact, including, without limitation, statements regarding the completion of the transaction and the offering, are forward-looking statements. While Eclipse believes that the expectations reflected in such forward-looking statements and / or information are reasonable, undue reliance should not be placed on any forward-looking statements, as Eclipse cannot guarantee that these expectations will prove to be correct will. These statements involve known and unknown risks, uncertainties, and other factors that could cause actual results or events to differ materially from those anticipated in such forward-looking statements, including the risks, uncertainties and other factors identified in the Eclipse’s periodic filings with Canadian securities regulators are reported, as well as assumptions regarding: Eclipse’s ability to complete the proposed transaction; Eclipse’s ability to obtain the necessary shareholder, security holder, legal, and regulatory approvals required to complete the Transaction; the ability to complete the offer; the estimated costs associated with expanding Eclipse’s projects; and Eclipse’s ability to achieve the expected synergies as a result of the transaction. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those anticipated in the forward-looking statements. Important factors that could cause actual results to differ materially from Eclipse’s expectations include, but are not limited to: risks associated with the business of Eclipse and Northern Vertex; Risks associated with the satisfaction or waiver of certain conditions for the completion of the transaction; Failure to complete the transaction; Risks related to reliance on technical information provided by Eclipse and Northern Vertex; Risks associated with the exploration and potential development of Eclipse’s projects; business and economic conditions in the mining industry in general; Fluctuations in commodity prices and exchange rates; Uncertainties related to the interpretation of drill results and the geology, continuity and grade of mineral deposits; the need for government agencies to work together to explore and develop concessions and obtain the necessary permits; the need to obtain additional funding for property development and the uncertainty about the availability and terms of future funding; the potential for delay in exploration or development programs and the uncertainty regarding the achievement of expected program milestones; the uncertainty surrounding the timely availability of permits and other regulatory approvals; as well as other risk factors as detailed from time to time and additional risks described in the filings of Eclipse and Northern Vertex with the Canadian Securities Regulators on SEDAR in Canada (available at www.sedar.com). Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Eclipse does not undertake any obligation to update any forward-looking statements unless required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.
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