18:36:01 EDT Thu 18 Apr 2024
Enter Symbol
or Name
USA
CA



Northern Vertex Mining Corp
Symbol NEE
Shares Issued 94,431,321
Close 2016-05-24 C$ 0.40
Market Cap C$ 37,772,528
Recent Sedar Documents

Northern Vertex arranges $7.5M debenture placement

2016-05-25 00:06 ET - News Release

Mr. J.R.H. Whittington reports

NORTHERN VERTEX ANNOUNCES CONVERTIBLE DEBENTURE NON-BROKERED PRIVATE PLACEMENT FINANCING OF $7.5 MILLION

Northern Vertex Mining Corp. has arranged a non-brokered private placement of unsecured convertible debentures for gross proceeds of up to $7.5-million. The proceeds from the debenture issuance will be used for the advancement of the company's Moss mine gold-silver property located in Mohave county, northwest Arizona, United States of America, and general corporate purposes.

Dick Whittington, the company's chief executive officer and president, commented: "This is a significant step forward in our funding plans for the development of the Moss mine. At the same time, it is a vote of confidence in the project, the development plan for the mine and the State of Arizona. We are continuing to implement our funding plans with a view to being able to initiate final development and construction planning in the near term."

Each debenture will have an issue price of $100 and a term of five years from the date of issue and will bear interest at a rate of 5 per cent per annum, payable semi-annually, which, subject to regulatory approval, may be at the option of the company be paid in common shares. The debentures and common shares issued upon conversion thereof will be subject to a four-month hold period from the date of issuance of the debentures in accordance with applicable securities laws and, if required, the policies of the TSX Venture Exchange. A cash finder's fee within TSX Venture Exchange policy guidelines may be paid in connection with the private placement.

Each debenture is convertible into common shares at the option of the holder at any time prior to redemption or maturity (as the case may be), at the price of 50 cents per common share, which is equivalent to 2,000 common shares for each $1,000 principal amount of debentures, subject to adjustment in certain circumstances. Debentures must be converted in minimum amounts of $1,000.

The company may redeem the debentures in cash on and after the second anniversary, in whole or in part from time to time without bonus or penalty, upon required prior notice at a redemption price equal to their principal amount plus accrued and unpaid interest, if any, provided that the volume-weighted average trading price of the company's common shares on the TSX Venture Exchange for the 20 consecutive trading days prior to the five trading days on which notice of redemption notice is given is at least 125 per cent of the conversion price.

Additionally, the company has the option to repay the principal amount of the debentures in common shares, provided certain circumstances are met, including, but not limited to: no default has occurred and is continuing at such time, and the trading price of the common shares for the 20 consecutive trading days ending five trading days prior to the date of the redemption notice or maturity date (as the case may be) is at least 150 per cent of the conversion price.

The company shall use its reasonable commercial efforts to apply to list the debentures on the TSX Venture Exchange immediately upon the expiry of the four-month hold period applicable under Canadian securities laws, which listing is subject to compliance with applicable TSX Venture Exchange policies. Once listed, the debentures (and the common shares issued upon conversion of the underlying such debentures) shall be freely tradable under applicable Canadian securities laws without notice to the company.

The private placement is subject to certain conditions, including, but not limited to, regulatory approval and the acceptance of the TSX Venture Exchange. The private placement has received approval from the board of directors of the company.

We seek Safe Harbor.

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