(GlobeNewswire) - Further to the press release of Northern Vertex Mining Corp. (the Company) of December 6, 2018, Greenstone Resources II L.P. (Greenstone) announces that it has signed a subscription agreement to subscribe for units of the Company at a price per unit of Cdn$0.24. Each unit of the Company (a Unit) will, upon issue, consist of one common share of the Company (a Share) and one common share purchase warrant (each a Warrant). Each Warrant will be exercisable for a period of two years from issuance to acquire one additional Share at an exercise price of Cdn$0.40. Completion of the subscription agreement is subject to satisfaction of certain conditions.
The aggregate gross proceeds from the proposed subscription by Greenstone for Units will be US$4,500,000 (the Greenstone Subscription), with the exact number of Units being subscribed by Greenstone to be calculated using the US$:Cdn$ exchange rate in effect on the business day prior to completion of the Greenstone Subscription. As disclosed by the Company, the Greenstone Subscription is part of a larger private placement of Units by the Company, in a current amount of US$8,000,000, including the Greenstone Subscription (the Private Placement).
Prior to completion of the Greenstone Subscription, Greenstone has ownership of and control over 51,769,230 common shares, representing approximately 28.4% of the issued and outstanding Shares (on an undiluted basis). Greenstone also owns (i) warrants exercisable for 25,884,615 Shares of the Company (issued to Greenstone in May 2017, exercisable for 5 years at a price per warrant of C$0.91 for a period of two years and then a price of C$1.04 for the remaining 3 years) (the 2017 Warrants), (ii) convertible debentures in the aggregate principal amount of US$6 million issued to Greenstone in January 2018 and March 2018, exercisable for Shares of the Company at a price per Share of C$0.70, subject to reduction in certain circumstances (the Jan March 2018 Convertible Debentures), and (iii) a convertible debenture in the principal amount of US$2.5 million issued to Greenstone in November 2018, exercisable for Shares of the Company at a price per common share of C$0.30 (the November 2018 Convertible Debentures and together with the Jan March 2018 Convertible Debentures, the Debentures).
Assuming exercise of the 2017 Warrants and the Debentures (using an exchange rate of US$1.00 = Cdn$1.3353, the exchange rate published by the Bank of Canada on December 5, 2018), Greenstone would own and control, including the Shares it currently owns, an aggregate of 100,226,774 Shares, representing 43.5% of the Companys issued and outstanding Shares (assuming exercise of the Warrants and conversion of the Debentures).
Assuming completion of the Greenstone Subscription, Greenstone will acquire ownership of and control over 25,036,875 Shares, together with Warrants exercisable for an additional 25,036,875 Shares (using an exchange rate of US$1.00 = Cdn$1.3353), representing approximately 11.05% of the Companys Shares (assuming completion of the full Private Placement disclosed by the Company). When aggregated with the Shares currently owned and controlled by Greenstone (assuming exercise of the 2017 Warrants and Debentures), Greenstone would, after completion of the Greenstone Subscription, own an aggregate of 150,300,524 Shares, representing approximately 47.04% of the Companys Shares, assuming completion of the full Private Placement disclosed by the Company (an increase of approximately 5.5%). Assuming no exercise of the 2017 Warrants or Debentures, or exercise of the Warrants, following completion of the Greenstone Subscription, Greenstone will own an aggregate of 76,806,105 Shares, representing approximately 33.9% of the issued and outstanding Shares (assuming completion of the full Private Placement).
Greenstone is acquiring the Shares and Warrants under the Greenstone Subscription 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.comand can be obtained by contacting Matt Hornton or Gordon Purvis at +44 1481 749 700. Greenstones address is set out below.
Greenstone Resources II L.P.PO Box 656, East Wing,Trafalgar Court, Les BanquesSt Peter Port, Guernsey
Northern Vertex Mining Corp.Suite 16501075 West Georgia StreetVancouver, BCV6E 3C9
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