/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES./
VANCOUVER, Oct. 11, 2019 /CNW/ - Northern Vertex Mining
Corp. (TSX.V: NEE) (OTC Nasdaq Intl.:
NHVCF) (the "Company" or "Northern Vertex")
is pleased to announce that in accordance with the term sheet
announced in the Company's press release dated October 3, 2019, the Company has completed the
consolidation and extension of the outstanding convertible debt
owed to Greenstone Resources II L.P. ("Greenstone") by the
issuance to Greenstone of a convertible debenture (the
"Debenture") due on December 1,
2020. The extension will allow the Company to put cashflow
from the Moss Mine in Arizona to
work to increase shareholder value via mine expansion, mine
optimizations and exploration opportunities.
The terms of the Debenture remain unchanged from the terms
disclosed in the Company's press release dated October 3, 2019 as follows:
- Principal Amount. US$8.5
million
- Extension. Maturity date extended to December 1, 2020 (the "Maturity
Date").
- Interest. Interest remains at 12% and payable quarterly
in arrears in cash.
- Fees. Arrangement fee of 3% of the principal amount (the
"Arrangement Fee"), payable in cash on January 31, 2020.
- Flow of Funds. As no additional debt is being created
through this consolidation, no additional funds are being advanced
by Greenstone to the Company.
- Conversion. Greenstone may convert some or all of the
Debenture, from time to time, at a conversion price of C$0.30, a 3% premium to the Company's market
price of C$0.29 at the close of
trading on the TSX Venture Exchange (the "Exchange") on
October 2, 2019.
- Pre-Payment. The Company may elect to prepay in cash up
to US$4.5 million of the Debenture if
the closing price of the Company's shares is at or above
C$0.45 for 20 consecutive trading
days. The Company may exercise this option prior to the Maturity
Date, on 10 business days' notice to Greenstone, and subject to
Greenstone electing not to convert such prepayment amount during
such 10 business day period. Any such cash pre-payment would
decrease the potential dilution of the Debenture. On such
prepayment, if any, the Company will be required to pay Greenstone
an amount equal to the interest it would otherwise have received
had the loan been repaid at the Maturity Date, plus the Arrangement
Fee in respect of the prepaid amount.
The Debenture and all securities issuable thereunder are subject
to the final acceptance of the Exchange and are subject to a hold
period expiring on February 12,
2020.
Immediately prior to issuance of the Debenture, Greenstone had
ownership of and control over 76,854,855 common shares of the
Company, representing approximately 31.2% of the Company's issued
and outstanding common shares (on an undiluted basis). Greenstone
also held: (i) warrants exercisable for 25,884,615 common shares at
a price of C$1.04 per common share
until May 2020 (the "2017
Warrants"); (ii) warrants exercisable for 25,085,625 common
shares at a price of C$0.40 per
common share until December 2020 (the
"2018 Warrants"); and (iii) the two tranches of convertible
debt: US$2.5 million due October 3, 2019 and US$6.0
million due January 31, 2020
(the "Pre-Existing Debentures"). Assuming exercise of the
2017 Warrants and the 2018 Warrants and conversion of the
Pre-Existing Debentures (using an exchange rate of US$1.00 = Cdn$1.3294) and including the common shares
Greenstone held prior to issuance of the Debenture, Greenstone had
ownership of and control over an aggregate of 150,298,285 common
shares, representing 46.98% of the Company's issued and outstanding
common shares.
On the issuance of the Debenture, the Pre-Existing Debentures
were superseded and, assuming conversion of the Debenture in
accordance with its terms, Greenstone would acquire ownership of
and control over 37,666,333 common shares, representing
approximately 15.3% of the Company's issued and outstanding common
shares. When aggregated with the common shares previously owned and
controlled by Greenstone and assuming exercise of the 2017 Warrants
and the 2018 Warrants, Greenstone now has ownership of and control
over an aggregate of 165,491,428 common shares, representing
approximately 49.4% of the Company's common shares, (an increase of
approximately 2.42%).
Greenstone acquired the securities that are the subject matter
of this disclosure for investment purposes. Depending on market
conditions and other factors, Greenstone 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 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 Matt Hornton or Gordon
Purvis at +44 1481 749 700. Greenstone's address is set out
below.
Greenstone Resources L.P.
PO Box 656
Trafalgar Court, Les Banques
St Peter Port, Guernsey
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 with over 200,000 ounces of gold production annually.
ON BEHALF OF THE BOARD OF NORTHERN VERTEX
"Kenneth Berry"
President & CEO
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 include but are not limited to comments
regarding the planned uses of future cashflows from the Moss Mine.
Forward-looking statements usually include words such as scheduled,
may, intend, plan, expect, anticipate, believe or other similar
words. 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, including the receipt of
regulatory approvals. Many factors, known and unknown, could cause
actual results to be materially different from those expressed or
implied by such forward-looking statements. We believe the
expectations reflected in these forward-looking statements are
reasonable. However, 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.
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.
