/NOT FOR DISTRIBUTION TO
VANCOUVER, BC,
Immediately prior to the closing of the Transaction, the Subscription Receipts will automatically convert into 1/1.09 of a unit of Eclipse (each whole unit, an "Eclipse Unit"). Each Eclipse Unit will consist of an Eclipse common share and one-half of an Eclipse share purchase warrant. Upon the closing of the Transaction, the Eclipse Units will be exchanged for Northern Vertex units (the "Northern Vertex Units") in accordance with the Plan of Arrangement resulting in purchasers of Subscription Receipts receiving one Northern Vertex Unit for each Subscription Receipt purchased in the Offering. Each Northern Vertex Unit will consist of one Northern Vertex common share (a "Northern Vertex Share") and one half of a Northern Vertex common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will be exercisable, for a period of two years from the closing of the Offering, into one Northern Vertex Share at a price of
The Subscription Receipts were issued pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement ") entered into by Eclipse, Stifel GMP on behalf of the
In connection with the Offering, the Agents will receive a cash commission (the "
Upon closing of the Arrangement, the Vertex Units issued to the former holders of Subscription Receipts upon the automatic exchange of the Eclipse Units will not be subject to any statutory hold period in
On
Certain directors and management of Eclipse (the "Insiders") purchased an aggregate of 2,090,000 Subscription Receipts pursuant to the Offering. Participation by the Insiders in the Offering was considered a "related party transaction" pursuant to Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insiders' participation in the Offering in reliance of sections 5.5(a) and 5.7(1)(a) of MI 61-101.
About Northern Vertex
Northern Vertex Mining Corp. owns and operates the
About
ON BEHALF OF THE BOARD OF DIRECTORS OF NORTHERN VERTEX MINING
President, CEO and Director
TSXV: NEE | Nasdaq Intl: NHVCF |
ON BEHALF OF THE BOARD OF DIRECTORS OF ECLIPSE GOLD MINING
President, CEO and Director
TSXV: EGLD | OTC: EGLPF |
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, 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 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
SOURCE
© Canada Newswire, source