Northern Vertex Mining Corp. (TSXV:NEE) entered letter of intent to acquire Eclipse Gold Mining Corporation (TSXV:EGLD) from Maverix Metals Inc. (TSX:MMX) and others for CAD 37.3 million on November 23, 2020. Northern Vertex Mining Corp. entered into definitive arrangement agreement to acquire Eclipse Gold Mining Corporation on December 4, 2020. Pursuant to arrangement, agreement shareholders of Eclipse will receive 1.09 shares in Northern Vertex for each Eclipse share by way of a plan of arrangement under the Business Corporations Act. All outstanding stock options and warrants of Eclipse will be exchanged for stock options or warrants of Northern Vertex on the same basis as the share exchange ratio for the common shares. The Combined company will be comprised of 71% Northern Vertex shareholders, 18% Eclipse shareholders and 11% new shareholders. Concurrent with signing the Arrangement Agreement, Eclipse has entered into an agreement with a syndicate of agents led by Stifel GMP and including Canaccord Genuity Corp., Raymond James Ltd., Beacon Securities Limited, and PI Financial Corp. in connection with a best efforts private placement financing of subscription receipts to be sold at CAD 0.50 per Subscription Receipt for minimum gross proceeds of CAD 20 million. The common shares of Eclipse are expected to be delisted after market close on or about Tuesday, February 16, 2021. A termination fee of CAD 2 million will be payable by either party in the case of certain terminating events. The termination fee payable by Northern Vertex will increase to CAD 2.6 million in the event that Northern Vertex terminates the Arrangement Agreement to accept a superior proposal at any time following the closing of the Offering. The combined company will feature a new integrated Board of Directors comprised of Douglas J. Hurst of Eclipse acting as Chairman, Geoff Burns of Maverix Metals and Northern Vertex, Michael Haworth of Greenstone Resources and Northern Vertex, Marcel de Groot of Eclipse, David Farrell of Northern Vertex, Kenneth Berry of Northern Vertex, and James M. McDonald of Northern Vertex. The management team will be comprised of President and Chief Executive Officer Kenneth Barry, Chief Financial Officer David Splett, Executive Vice President Corporate Development Michael G. Allen, and Warwick Board as Vice President of Exploration.

The transaction is subject to number of conditions being satisfied or waived by one or both of Eclipse and Northern Vertex at or prior to closing of the Transaction, including approval of Eclipse's shareholders final approval of the TSX Venture Exchange, receipt of all necessary regulatory and court approval, third party consents, Eclipse shall have completed the financing and the satisfaction of certain other closing conditions customary for a transaction of this nature, including completion of the Offering. The Transaction has been unanimously approved by the board of directors of both Northern Vertex and Eclipse. It is expected that the special meeting of Eclipse shareholders to approve the proposed Transaction will be held in February 2021 with closing shortly thereafter. As of January 12, 2021, the special meeting of Eclipse shareholders to approve the transaction will be held on February 4, 2021. The Board of Directors of Eclipse has unanimously recommended that the Eclipse shareholders vote in favor of the Transaction. As of January 14, 2021, Eclipse has consummated the private placement transaction for gross proceeds of CAD 22.6 million. On February 4, 2021, 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 option holders of Eclipse voting as a single class. As of February 9, 2021, Eclipse has received a final order (the "Final Order") from the Supreme Court of British Columbia approving the plan of arrangement. The transaction is expected to close on or around February 12, 2021.

Stifel GMP has provided a fairness opinion and financial advisor to the board of directors of Eclipse whereas David Gunasekera of DuMoulin Black LLP is acting as legal counsel to Eclipse. Raymond James Ltd. is acting as financial advisor to Northern Vertex and will receive a fee of CAD 0.75 million. Morgan Hay of Maxis Law Corporation is acting as legal counsel to Northern Vertex. Computershare Investor Services Inc. is acting as transfer agent to Northern Vertex and Eclipse.

Northern Vertex Mining Corp. (TSXV:NEE) completed the acquisition of Eclipse Gold Mining Corporation (TSXV:EGLD) from Maverix Metals Inc. (TSX:MMX) and others on February 12, 2021. Maverix sold the 19,511,041 Common Shares acquired upon exercise of the Warrants to Eclipse for CAD 0.50 per Common Share, for total proceeds to Maverix of CAD 9.8 million. It is expected that the Eclipse Shares will be delisted from the TSX Venture Exchange as of the close of trading on or about February 17, 2021. It is anticipated that Northern Vertex will shortly apply to cause Eclipse to cease being a reporting issuer under applicable Canadian securities laws.