/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Dec. 15, 2020 /CNW/ - Eclipse Gold Mining
Corp. ("Eclipse") (TSXV: EGLD) (OTC: EGLPF) announces
that, further to its press release dated December 8th, 2020, it has amended the
terms of the "best efforts" private placement financing for minimum
gross proceeds of $20 million (the
"Offering") being conducted by a syndicate of agents led by
Stifel GMP and including Canaccord Genuity Corp., Raymond James
Ltd., Beacon Securities Limited, and PI Financial Corp. The
Offering is in connection with the proposed plan of arrangement
transaction (the "Transaction") between Northern Vertex
Mining Corp. ("Northern Vertex") and Eclipse that was
announced on December 8th,
2020.
![Eclipse Gold Mining Corporation Logo (CNW Group/Eclipse Gold Mining Corporation) Eclipse Gold Mining Corporation Logo (CNW Group/Eclipse Gold Mining Corporation)](https://mma.prnewswire.com/media/1386662/Eclipse_Gold_Mining_Corporation_Eclipse_Gold_Announces_Amended_F.jpg)
Michael G. Allen, President of
Eclipse commented, "The $0.50 units
will now include a ½ warrant with each full warrant exercisable
into a share of the combined company for two years at $0.80. Investors who purchase the subscription
receipts will, upon conversion, own shares and warrants of the
entity resulting from the combination of Northern Vertex and
Eclipse."
Under the amended terms of the Offering subscribers will
purchase subscription receipts (the "Subscription Receipts")
at a price of $0.50 per Subscription
Receipt with each Subscription Receipt automatically converting
into one divided by 1.09 of an Eclipse unit (the "Eclipse
Units") (for no further consideration and without any further
action by the holders thereof) upon the satisfaction of certain
escrow release conditions, all of which must occur before
March 31, 2021.
The Eclipse Units acquired upon conversion of the Subscription
Receipts will be exchanged for Northern Vertex units (the
"Northern Vertex Units") in accordance with the Plan of
Arrangement resulting in purchasers of Subscription Receipts
receiving one Northern Vertex Unit for each Subscription Receipt
purchased in the Offering. Each Northern Vertex Unit will consist
of one Northern Vertex common share (a "Northern Vertex
Share") and one half of a Northern Vertex common share purchase
warrant (each whole warrant, a "Warrant"). Each Warrant will
be exercisable, for a period of two years from the closing of the
Offering, into one Northern Vertex Share at a price of $0.80 per Warrant.
The Northern Vertex Shares and the Warrants issued in connection
with the closing of the Transaction to former holders of
Subscription Receipts will not be subject to any statutory hold
period in Canada.
All other terms of the Offering and the Transaction as set out
in the December 8th, 2020
press release remain the same.
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 ECLIPSE GOLD
MINING
Michael G. Allen
President, CEO and Director
TSXV: EGLD | OTC:EGLPF | Frankfurt:43J | ISIN: CA27888R1001 |
WKN: A2PYV4
Cautionary Statement Regarding Forward Looking
Information
All statements, trend analysis and other information contained
in this press release about anticipated future events or results
constitute forward-looking statements. Forward-looking statements
are often, but not always, identified by the use of words such as
"seek", "anticipate", "believe", "plan", "estimate", "expect" and
"intend" and statements that an event or result "may", "will",
"should", "could" or "might" occur or be achieved and other similar
expressions. All statements, other than statements of historical
fact, included herein, including, without limitation, statements
regarding the closing of the Transaction and the Offering, are
forward-looking statements. Although Eclipse believes that the
expectations reflected in such forward-looking statements and/or
information are reasonable, undue reliance should not be placed on
forward-looking statements since Eclipse can give no assurance that
such expectations will prove to be correct. These statements
involve known and unknown risks, uncertainties and other factors
that may cause actual results or events to differ materially from
those anticipated in such forward-looking statements, including the
risks, uncertainties and other factors identified in Eclipse's
periodic filings with Canadian securities regulators, and
assumptions made with regard to: Eclipse's ability to complete the
proposed Transaction; Eclipse's ability to secure the necessary
shareholder, securityholder, legal and regulatory approvals
required to complete the Transaction; the ability to complete the
Offering; the estimated costs associated with the advancement of
Eclipse's projects; and Eclipse's ability to achieve the synergies
expected as a result of the Transaction. Forward-looking statements
are subject to business and economic risks and uncertainties and
other factors that could cause actual results of operations to
differ materially from those contained in the forward-looking
statements. Important factors that could cause actual results to
differ materially from Eclipse's expectations include risks
associated with the business of Eclipse and Northern Vertex; risks
related to the satisfaction or waiver of certain conditions to the
closing of the Transaction; non-completion of the Transaction;
risks related to reliance on technical information provided by
Eclipse and Northern Vertex; risks related to exploration and
potential development of Eclipse's projects; business and economic
conditions in the mining industry generally; fluctuations in
commodity prices and currency exchange rates; uncertainties
relating to interpretation of drill results and the geology,
continuity and grade of mineral deposits; the need for cooperation
of government agencies in the exploration and development of
properties and the issuance of required permits; the need to obtain
additional financing to develop properties and uncertainty as to
the availability and terms of future financing; the possibility of
delay in exploration or development programs and uncertainty of
meeting anticipated program milestones; uncertainty as to timely
availability of permits and other governmental approvals; and other
risk factors as detailed from time to time and additional risks
identified in Eclipse and Northern Vertex's filings with Canadian
securities regulators on SEDAR in Canada (available at www.sedar.com).
Forward-looking statements are based on estimates and opinions of
management at the date the statements are made. Eclipse does not
undertake any obligation to update forward looking statements
except as required by applicable securities laws. Investors should
not place undue reliance on forward-looking statements.
SOURCE Eclipse Gold Mining Corporation