/NOT FOR DISTRIBUTION TO UNITED
STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
VANCOUVER, BC, Dec. 21, 2020 /CNW/ - Eclipse Gold Mining
Corp. ("Eclipse") (TSXV: EGLD) (OTC: EGLPF) and Northern
Vertex Mining Corp. ("Northern Vertex") (TSXV: NEE) (OTC-NASDAQ
Intl: NHVCF) are pleased to announce that, further to the
companies' press release dated December 7,
2020 and the Eclipse press release dated December 15, 2020, Eclipse has successfully
completed the book build for its previously announced private
placement of subscription receipts in the amount of C$20 million (the "Offering"). As a result
of the strong expressions of interest received, Eclipse has granted
an option (the "Agents' Option") to the syndicate of agents
led by Stifel GMP and including Canaccord Genuity Corp., Raymond
James Ltd., Beacon Securities Limited, and PI Financial Corp (the
"Agents"), entitling the Agents to sell, on Eclipse's
behalf, up to an additional 8 million subscription receipts at
C$0.50 per subscription receipt for
additional gross proceeds of up to C$4
million.
Douglas J. Hurst, proposed
Chairman of the combined company stated, "The support reflected in
this over-subscribed financing validates our vision for the
company. For us as shareholders, management, and the Board, this
demonstrates alignment with investors on our views regarding the
exploration upside offered by Moss and Hercules, and the value of
operating cash flow."
Kenneth Berry, President, CEO and
Director stated, "With a strengthened balance sheet we look forward
to advancing the Moss mine and systematically exploring both the
Moss and Hercules properties. The potential of both properties
provides a unique opportunity for value generation and growth of
the combined company."
The Offering is in connection with the proposed plan of
arrangement transaction (the "Transaction") between Northern
Vertex and Eclipse that was announced on December 7, 2020.
All other terms of the Offering and the Transaction as set out
in the December 7 and December 15, 2020 press releases remain the same.
The Offering is currently expected to close on or before
January 14, 2021, subject to standard
industry conditions, including, but not limited to, receipt of
approval by the TSXV, the entering into of an agency agreement
between Eclipse and the Agents and the return of properly completed
subscription agreements.
About Eclipse Gold Mining
Eclipse Gold Mining is exploring the district-scale Hercules
gold property within Nevada's
Walker Lane trend. The Hercules
property is located only a one-hour drive from Reno and appears to have all the
characteristics of a large, low-sulphidation epithermal gold
system. The company brings together a team with a track record of
extensive M&A and nine successful buyouts totaling $4.6 billion.
About Northern Vertex
Northern Vertex Mining Corp. owns and operates the Moss Mine,
currently the largest pure gold and silver mine in Arizona. Focused on low-cost gold and silver
production, the company has experience across all areas of
operations, mine development, exploration, acquisitions, and
financing of mining projects. With operations at the flagship Moss,
the company intends to consolidate additional producing and
exploration 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 DIRECTORS OF ECLIPSE GOLD
MINING
Michael G. Allen
President, CEO and Director
TSXV: EGLD | OTC: EGLPF | Frankfurt: 43J | ISIN: CA27888R1001 | WKN:
A2PYV4
ON BEHALF OF THE BOARD OF DIRECTORS OF NORTHERN VERTEX
MINING
Kenneth Berry
President, CEO and Director
TSXV: NEE | Nasdaq Intl: NHVCF | Frankfurt: 54N | ISIN: CA6660061012 | WKN:
A1JUA0
Cautionary Statement Regarding Forward Looking
Information
All statements, trend analysis and other information contained
in this press release about anticipated future events or results
constitute forward-looking statements. Forward-looking statements
are often, but not always, identified by the use of words such as
"seek", "anticipate", "believe", "plan", "estimate", "expect" and
"intend" and statements that an event or result "may", "will",
"should", "could" or "might" occur or be achieved and other similar
expressions. All statements, other than statements of historical
fact, included herein, including, without limitation, statements
regarding the closing of the Transaction and the Offering, are
forward-looking statements. Although Eclipse believes that the
expectations reflected in such forward-looking statements and/or
information are reasonable, undue reliance should not be placed on
forward-looking statements since Eclipse can give no assurance that
such expectations will prove to be correct. These statements
involve known and unknown risks, uncertainties and other factors
that may 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 Eclipse's
periodic filings with Canadian securities regulators, and
assumptions made with regard to: Eclipse's ability to complete the
proposed Transaction; Eclipse's ability to secure the necessary
shareholder, securityholder, legal and regulatory approvals
required to complete the Transaction; the ability to complete the
Offering; the estimated costs associated with the advancement of
Eclipse's projects; and Eclipse's ability to achieve the synergies
expected 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 contained in the forward-looking
statements. Important factors that could cause actual results to
differ materially from Eclipse's expectations include risks
associated with the business of Eclipse and Northern Vertex; risks
related to the satisfaction or waiver of certain conditions to the
closing of the Transaction; non-completion of the Transaction;
risks related to reliance on technical information provided by
Eclipse and Northern Vertex; risks related to exploration and
potential development of Eclipse's projects; business and economic
conditions in the mining industry generally; fluctuations in
commodity prices and currency exchange rates; uncertainties
relating to interpretation of drill results and the geology,
continuity and grade of mineral deposits; the need for cooperation
of government agencies in the exploration and development of
properties and the issuance of required permits; the need to obtain
additional financing to develop properties and uncertainty as to
the availability and terms of future financing; the possibility of
delay in exploration or development programs and uncertainty of
meeting anticipated program milestones; uncertainty as to timely
availability of permits and other governmental approvals; and other
risk factors as detailed from time to time and additional risks
identified in Eclipse and Northern Vertex's filings with Canadian
securities regulators on SEDAR in Canada (available at www.sedar.com).
Forward-looking statements are based on estimates and opinions of
management at the date the statements are made. Eclipse does not
undertake any obligation to update forward looking statements
except as required by applicable securities laws. Investors should
not place undue reliance on forward-looking statements.
SOURCE Eclipse Gold Mining Corporation