Northern Vertex Mining Corp. completed the acquisition of Eclipse Gold Mining Corporation from Maverix Metals Inc. and others.
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.