/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Feb. 9, 2021 /CNW/ - Eclipse Gold Mining
Corporation ("Eclipse") (TSXV: EGLD) (OTC: EGLPF) and
Northern Vertex Mining Corp. ("Northern Vertex") (TSXV: NEE)
(OTC-NASDAQ Intl: NHVCF) are pleased to announce that Eclipse
has received a final order (the "Final Order") from the
Supreme Court of British Columbia
approving the previously announced plan of arrangement (the
"Transaction") between Eclipse and Northern Vertex pursuant
to which Northern Vertex will acquire all of the issued and
outstanding common shares of Eclipse. Pursuant to the Transaction,
Eclipse shareholders will be entitled to receive 1.09 common shares
of Northern Vertex in exchange for each common share of Eclipse
held. Please see the joint news releases of Northern Vertex and
Eclipse dated December 7, 2020,
December 21, 2020 and January 14, 2021 for further details regarding
the Transaction, as well as Eclipse's management information
circular dated December 30, 2020
available under Eclipse's corporate profile on SEDAR at
www.sedar.com.
Receipt of the Final Order follows Eclipse's special meeting of
securityholders held on February 4,
2021, where the Transaction was overwhelmingly approved by
99.82% of the votes cast by the shareholders of Eclipse and 99.83%
of the votes cast by the shareholders and the optionholders of
Eclipse voting as a single class. Closing of the Transaction
remains subject to customary closing conditions, including final
approval of the TSX Venture Exchange (the
"Exchange").
The Transaction is currently anticipated to close on
February 12, 2021. Eclipse has
applied to the Exchange to delist its common shares (the
"Eclipse Shares") from trading on the Exchange following the
closing of the Transaction. Eclipse will request that trading
in the Eclipse Shares will be halted after market close on
Thursday, February 11, 2021. Assuming
the Transaction closes on February 12,
2021, the common shares of Eclipse are expected to be
delisted after market close on or about Tuesday, February 16, 2021.
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.
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.
ON BEHALF OF THE BOARD OF DIRECTORS OF NORTHERN VERTEX
MINING
Kenneth Berry
President, CEO and Director
CORPORATE INQUIRIES:
Kenneth Berry, President, CEO and
Director at Northern Vertex
Company Website: www.northernvertex.com
+1 (855) 633-8798 Toll Free
+1 (604) 601-3656 Office
Email: ken@northernvertex.com
TSXV: NEE | Nasdaq Intl: NHVCF | Frankfurt: 54N | ISIN: CA6660061012 | WKN:
A1JUA0
ON BEHALF OF THE BOARD OF DIRECTORS OF ECLIPSE GOLD
MINING
Michael G. Allen
President, CEO and Director
CORPORATE INQUIRIES:
Dylan
Berg, VP Investor Relations at Eclipse Gold Mining
Company Website: www.eclipsegoldmining.com
+1 (844) 427-6453 Toll Free
+1 (778) 945-3949 Direct
Email: dylan.berg@eclipsegoldmining.com
TSXV: EGLD | OTC: EGLPF | Frankfurt: 43J | ISIN: CA27888R1001 | WKN:
A2PYV4
Neither the 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 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, the anticipated benefits
of the Transaction to Northern Vertex and Eclipse and their
respective securityholders, the timing and receipt of receipt of
stock exchange approvals for the Transaction, the proposed closing
date of the Transaction and the delisting of the Eclipse shares
from trading on the Exchange, are forward-looking statements.
Although Northern Vertex and Eclipse believe 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 neither Northern Vertex nor Eclipse can give
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 the periodic filings of Northern Vertex and
Eclipse with Canadian securities regulators, and assumptions made
with regard to: the ability of Northern Vertex and Eclipse to
complete the proposed Arrangement; the ability of Northern Vertex
and Eclipse to secure the necessary legal and regulatory approvals
required to complete the Arrangement; the estimated costs
associated with the advancement of the projects of Northern Vertex
and Eclipse; and the ability of Northern Vertex and Eclipse to
achieve the synergies expected as a result of the Arrangement.
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 the expectations of
Northern Vertex and Eclipse include risks associated with the
businesses of Northern Vertex and Eclipse; 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 Northern Vertex and
Eclipse; 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 Northern Vertex's and Eclipse'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.
Northern Vertex and Eclipse do 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 Northern Vertex Mining Corp.