NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia – Tuesday, February 9th, 2021 – Eclipse Gold Mining Corporation ("Eclipse") (TSX.V:EGLD, OTC:EGLPF) and Northern Vertex Mining Corp. ("Northern Vertex") (TSX.V: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 |
