Northern Vertex and Eclipse Gold complete merger – Global Mining Review



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Northern Vertex Mining Corp. has acquired Eclipse Gold Mining Corp., creating a well-funded gold producer and consolidator, operating entirely in the Western US. As of 12 February 2021, the combined entity had a cash balance of approximately US$18.7 million.

Kenneth Berry, President and CEO of Northern Vertex, commented: “We have created a powerful gold consolidation company operating exclusively in the Western US by combining the assets and leadership teams of Northern Vertex and Eclipse Gold. With a strong balance sheet, production from the Moss Mine, and significant organic growth targeted through exploration at both the Moss Mine in Arizona and the Hercules Project in Nevada, we are uniquely positioned to be an active consolidator to become a mid-tier producer. On behalf of the entire Northern Vertex team, I thank our outgoing directors, Joe Bardswich and Ivan Fairhall, for their dedicated guidance and support, and I personally welcome Doug Hurst as Chairman, Marcel de Groot as director, and Mike Allen and Dr Warwick Board as incoming senior executives. I am excited to be working with our entire management and operating team as we continue to grow Northern Vertex.”

The Board of Directors and Senior Executives of Northern Vertex are as follows:

Board of Directors Senior Executive Team
Doug Hurst, Chairman Ken Berry, CEO
Ken Berry David Splett, CFO
Jim McDonald Mike Allen, Executive Vice President and Corporation Development
David Farrell Warwick Board, Vice President, Exploration
Mike Haworth Joel Murphy, General Manager
Geoff Burns
Marcel de Groot

Northern Vertex acquired Eclipse via a statutory plan of arrangement under the Business Corporations Act (British Columbia) pursuant to which Northern Vertex has acquired (the transaction) all of the issued and outstanding common shares of Eclipse (each, an Eclipse Share). Pursuant to the Transaction, Eclipse shareholders are entitled to receive 1.09 common shares of Northern Vertex in exchange for each Eclipse share held by such shareholder immediately prior to the completion of the transaction.

It is expected that the Eclipse Shares will be delisted from the TSX Venture Exchange as of the close of trading on or about 17 February 2021. It is anticipated that Northern Vertex will shortly apply to cause Eclipse to cease being a reporting issuer under applicable Canadian securities laws.

Prior to effecting the transaction, Maverix Metals Inc. held 37 979 582 common shares representing approximately 14% of the total number of issued and outstanding common shares of Northern Vertex on a non-diluted basis. Following the transfer of common shares to Eclipse pursuant to the terms of the plan of arrangement and the closing of the transaction, Maverix owns 18 468 541 common shares of Northern Vertex, representing 4.9% of the total issued and outstanding common shares. In accordance with applicable securities laws, Maverix may, from time to time and at any time acquire additional common shares and or other securities or instruments of Northern Vertex in the open market or otherwise. Maverix reserves the right to dispose of any or all of its securities in the open market or otherwise at anytime and from time to time, and to engage in similar transactions with respect to its securities of Northern Vertex, the whole depending on market conditions, the business and prospects of Northern Vertex and other relevant factors.

 

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