Each unit will consist of one common share in the capital of the company and one-half of one common share purchase warrant. Each whole warrant will entitle the holder thereof to purchase one common share at a price of 28 cents for a period of 24 months following the closing date (as defined herein).

The company will pay the underwriters a cash commission of 6 per cent of the gross proceeds of the offering. Additionally, the company and the underwriters have agreed to a reduced cash commission for any participation by insiders of the company (the president’s list).

The offering is expected to close on or about Dec. 23, 2020, or such other date as may be agreed by the underwriters and the company, and is subject to the company receiving all necessary regulatory approvals, including the approval of the Toronto Stock Exchange and applicable securities regulatory authorities. The units will be offered by way of a short-form prospectus in each of the provinces of British Columbia, Alberta and Ontario.

The company plans to use the net proceeds from the offering to finance exploration and development expenditures at the company’s projects, including its flagship Dewey Burdock project, to repay outstanding loans, and for general working capital and corporate purposes.

The company has entered into an option agreement dated Dec. 4, 2020, with Golden Minerals Company, under which Fabled will acquire a 100-per-cent interest in the property by paying cash and issuing shares to the vendor, as follows:

1. $500,000 (U.S.) in cash and one million common shares on the closing date of the transaction;
2. $1.5-million (U.S.) in cash 12 months after acquisition closing;
3. $2-million (U.S.) in cash 24 months after acquisition closing;
4. A total of $480,000 in payments due by the vendor to the optionors under the vendor’s agreements with those optionors, as outlined in an attached table.

Fabled will also grant the vendor a 1-per-cent net smelter return royalty with respect to the property upon exercise of the option under the option agreement and will assume from the vendor the obligations in respect of an existing 2-per-cent net smelter return royalty that exists over three of the five mineral claims that comprise the property.

The initial payment will be financed through the proceeds of the previously closed private placement of an aggregate of 92 million subscription receipts of the company at a price of five cents per subscription receipt for gross proceeds of $4.6-million. Mackie Research Capital Corp. was the sole agent for the financing.

The escrow release conditions for the financing have been satisfied as of Dec. 4, 2020, and the subscription receipts have converted into 92 million common shares of Fabled and 92 million common share purchase warrants. Each warrant will entitle the holder to purchase one common share at an exercise price of 10 cents until Dec. 4, 2022. The shares issued in exchange for the subscription receipts and warrant shares issued in respect of any exercise of warrants are subject to a four-month statutory hold period, expiring Dec. 15, 2020.

In connection with the financing, the agent received an aggregate cash fee equal to 8 per cent of the gross proceeds. In addition, the company issued to the agent 7.28 million non-transferable brokers’ warrants. Each broker’s warrant entitles the agent to purchase one unit, consisting of one share and one warrant, until Dec. 4, 2022, at an exercise price of five cents per unit.

The exchange has also approved the company’s change of name to Fabled Copper Corp. It is expected that the company’s common shares will recommence trading under its new name on the exchange on Dec. 8, 2020.

For more information on the acquisition, the property and the financing, please see the company’s news releases dated July 15, 2020, and Aug. 14, 2020. In conjunction with the acquisition, the company commissioned the preparation of a National Instrument 43-101 technical report titled “Preliminary Economic Assessment Santa Maria Project Parral, Chihuahua, Mexico,” on the property, which has been filed under the company’s profile on SEDAR.

Peter J. Hawley, president and chief executive officer, commented: “I would like to thank everyone involved for completing this transaction during COVID-19 restrictions, which made it more of a challenge than that of normal times. Two thousand twenty-one is expected to a busy year for us, and we look forward to demonstrating the potential at Santa Maria.”

Exploration program moving forward

Now that the company is fully financed, the exploration team can immediately begin with additional surface sampling and mapping over the property, paying special attention to induced polarization and total-field magnetic anomaly areas as they are outlined and defined by the geophysical surveys to determine if they have any surface expressions not only in alteration but metal values. The sampling results, geophysical anomalies and Santa Maria/Santa Maria Dos veins will be the building blocks for a comprehensive drill program targeting not only the Santa Maria but also new exploration targets as they are defined.

Number of shares:  7.07 million flow-through shares

Purchase price:  $1 per flow-through share

Number of shares:  807,846 non-flow-through shares

Purchase price:  89 cents per non-flow-through share

Number of placees:  47 placees

Insider:  Hecla Canada Ltd., 807,846

Finders’ fees:  Mackie Research Capital Corp., $148,500 cash payable; Eventus Capital Corp., $249,000 cash payable; Accilent Capital Management Inc., $6,000 cash payable

Convertible debenture:  $17,596,136

Conversion price:  convertible into 31,992,975 shares at a conversion price of 55 cents per common share

Maturity date:  Dec. 31, 2022

Interest rate:  7.0 per cent per annum

Warrants:  10,664,324 share purchase warrants to purchase 10,664,324 shares

Warrant exercise price:  69 cents per share for a period of 24 months following the closing of the private placement

Number of placees:  one placee

Insider:  Osisko Gold Royalties Ltd., $17,596,136

Finder’s fee:  none

The company has confirmed the closing of the private placement in a news release dated Nov. 27, 2020.

The full technical report dated Dec. 4, 2020, with an effective date of Nov. 1, 2020, is entitled “Independent Technical Report and Mineral Resource Estimates, Crawford Nickel-Cobalt Sulphide Project: Main Zone (Update) and East Zone (Maiden) Deposits.” The report was prepared for Canada Nickel by Caracle Creek International Consulting Inc. and can be found under the company’s issuer profile at SEDAR.

The Crawford nickel-cobalt sulphide project is located in the heart of the prolific Timmins-Cochrane mining camp in Ontario, Canada, and is adjacent to well-established, major infrastructure associated with over 100 years of regional mining activity. Canada Nickel has launched wholly owned NetZero Metals Inc. with the aim to develop zero-carbon production of nickel, cobalt and iron at the Crawford project.

Issuance of options and restricted share units (RSUs) to new members of Canada Nickel management team

The company also announced today that it has granted options to acquire common shares of the company and restricted share units to each of Pierre-Philippe Dupont (recently appointed vice-president, sustainability, of the company) and Wendy Kaufman (recently appointed chief financial officer of the corporation). Each of Mr. Dupont and Ms. Kaufman was granted 180,000 options exercisable at $1.62 per common share (the applicable price per common share when such grants were approved) and 115,000 RSUs. These options and RSUs are subject to shareholder approval as required by the TSX Venture Exchange and the terms and conditions of the company’s option plan and restricted share unit plan, respectively.

Issuance of shares

The company also announced today that it will be issuing 42,781 common shares to an arm’s-length party in satisfaction of its obligation to pay $80,000 in fees. The shares will be subject to a four-month hold period under applicable securities laws.

Assays, quality assurance/quality control, and drilling and assay procedures

William E. MacRae, MSc, PGeo, a qualified person as defined by National Instrument 43-101, is responsible for the continuing drilling and sampling program, including quality assurance (QA) and quality control (QC). The core is collected from the drill in sealed core trays and transported to the core logging facility. The core is marked and sampled at 1.5-metre lengths and cut with a diamond blade saw. Samples are bagged with QA/QC samples inserted in batches of 35 samples per lot. Samples are transported in secure bags directly from the Canada Nickel core shack to Actlabs Timmins, an ISO/IEC 17025-accredited lab. Analysis for precious metals (gold, platinum and palladium) is completed by fire assay while analysis for nickel, cobalt, sulphur and 17 other elements is performed using a peroxide fusion and ICP-OES analysis. Certified standards and blanks are inserted at a rate of one QA/QC sample per 32 core samples, making a batch of 35 samples that is submitted for analysis.

Under the arrangement, American Creek will transfer the assets to its wholly owned subsidiary, Stinger Resources Inc., in consideration for approximately 45 million Stinger common shares. The Stinger shares will then be distributed to American Creek’s shareholders pro rata their interest in American Creek such that upon completion of the arrangement, American Creek’s shareholders will own shares in two public companies. American Creek optionholders and warrantholders will also receive a proportionate number of Stinger options and Stinger warrants, respectively.

Investors who are American Creek shareholders as of the close of business on the business day immediately preceding the effective date of the arrangement will be entitled to receive one new American Creek share and a fraction of a Stinger common share pursuant to the terms of the arrangement.

Shareholder approval of the arrangement was obtained at the company’s annual general and special meeting of shareholders, held on Dec. 3, 2020, which saw 25.88 per cent of all of the issued and outstanding shares of the company being represented at the meeting. Shareholders voting on the arrangement resolution voted overwhelmingly in favour (99.87 per cent) of the arrangement. Completion of the arrangement remains subject to final court approval and the approval of the TSX Venture Exchange.

American Creek’s application to the Supreme Court of British Columbia to obtain the final order approving the arrangement will be held on Dec. 7, 2020, as previously scheduled. Any American Creek securityholders wishing to attend the court hearing should contact the company. While the company is targeting an early January, 2021, completion date, details regarding the specific date that the arrangement will become effective will be provided at a later date.

For further information about the transaction, shareholders should refer to the company’s management information circular dated Oct. 29, 2020, a copy of which is available under American Creek’s profile on SEDAR, which more fully describes the terms of the arrangement. American Creek shareholders can also contact the company if they require any additional information.

All other matters put before the shareholders at the meeting were also approved. In particular, Darren Blaney, Robert Edwards, Dennis Edwards, Sean Pownall and Tobin Wood were all re-elected as directors of the company. In addition, shareholders approved: (a) the reappointment of Dale Matheson Carr-Hilton Labonte LLP as the company’s auditor for the ensuing year; (b) the reapproval and continuation of American Creek’s stock option plan; and (c) the adoption of a rolling 10-per-cent stock option plan for Stinger.

Darren Blaney, chief executive officer of American Creek, stated: “On behalf of American Creek’s board of directors and management team, we would like to express our gratitude to the American Creek shareholders for their continued support. This spinout arrangement represents a significant milestone in advancing the company’s projects and in creating substantial shareholder value through strategic positioning. We look forward to obtaining the final approvals and finalizing the transaction.”

VANCOUVER, BC, Dec. 7, 2020 /CNW/ – Northern Vertex Mining Corp. (“Northern Vertex”) (TSXV: NEE) (NASDAQ Intl: NHVCF) and Eclipse Gold Mining Corp. (“Eclipse”) (TSXV: EGLD) (OTC: EGLPF) are pleased to announce that they have entered into a definitive arrangement agreement (the “Arrangement Agreement“) to combine in an at-market merger (the “Transaction“), creating a new gold growth resource business focused on the Western United States. Northern Vertex will be the resulting company with offices in the US and Canada.

Transaction Highlights

• Concurrent “best efforts” private placement of subscription receipts by Eclipse for minimum gross proceeds of C$20 million to be led by Stifel GMP on behalf of a syndicate of agents including Canaccord Genuity Corp., Raymond James Ltd., Beacon Securities Limited, and PI Financial Corp.
• Exchange ratio for existing common shares of Eclipse of 1.09 shares of Northern Vertex for every one share of Eclipse, determined based on the 20-day VWAP of each company on December 4^th, 2020.
• Combined company will be comprised of 71% Northern Vertex shareholders, 18% Eclipse shareholders and 11% new shareholders.
• Joining the Board of Directors of Northern Vertex from Eclipse will be Douglas J. Hurst and Marcel de Groot. Mr. Hurst will serve as Chairman of Northern Vertex and lead the integrated Board and management team.
• Accelerated corporate growth will be supported by the Moss Mine’s production and cash flow, and a bolstered balance sheet.
• Shareholders of the combined company gain leverage to resource growth at greater scale with accelerated drilling at both the Moss Mine and Hercules Gold project.

Northern Vertex President, CEO and Director Mr. Kenneth Berry stated, “The result of this transaction will be a combined company with a greatly strengthened balance sheet, and an enhanced team with extensive experience growing multi-asset gold companies. This represents a significant step toward our unwavering vision of building a top of the class mid-tier gold producer. We plan to use this new platform to accelerate organic growth opportunities by targeting significant resource expansion at the Moss Mine and execute an aggressive roll-up strategy focused on the Western United States.“

Eclipse President, CEO and Director Michael G. Allen stated, “This combination gives Eclipse shareholders exposure to creating value on a larger scale, supported by positive cash-flow. Shareholders of the new combined company will now own a platform including two Walker Lane gold projects with multi-million-ounce potential, a producing mine with untapped production and cash-flow growth opportunities, and an executive team with demonstrated success building multi-asset companies organically and through M&A. This combination aligns all the key elements required toward building America’s next mid-tier gold growth story.“

Greenstone Resources LLP Senior Partner Michael Haworth stated, “As a 22% shareholder of this new, integrated gold company, we are excited about the opportunity we see ahead with a stronger balance sheet, enhanced capital markets presence, and accelerated fulfilment of operational and exploration potential.With our original investment in 2017, we had a vision for developing a consolidated, Western US precious metals producer and support this transaction as the next step in that direction.”

Board and Management Team

The combined company will feature a new integrated Board of Directors comprised of Douglas J. Hurst (Eclipse) acting as Chairman, Geoff Burns (Maverix Metals/Northern Vertex), Michael Haworth (Greenstone Resources/Northern Vertex), Marcel de Groot (Eclipse), David Farrell (Northern Vertex), Kenneth Berry (Northern Vertex), and James M. McDonald (Northern Vertex).

The management team will be comprised of President and CEO Kenneth Barry, CFO David Splett, EVP Corporate Development Michael G. Allen, and Dr. Warwick Board as Vice President of Exploration.

Transaction Details

Eclipse and Northern Vertex, who are arms length to each other, have entered into an Arrangement Agreement dated December 4^th, 2020 pursuant to which 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 (British Columbia).

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 Transaction will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and is subject to a 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 and receipt of all necessary regulatory and court approvals and the satisfaction of certain other closing conditions customary for a transaction of this nature, including completion of the Offering (as hereinafter defined).

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.

The Arrangement Agreement includes customary provisions, including mutual non-solicitation, right-to-match and fiduciary out provisions, as well as certain representations, covenants and conditions that are customary for a transaction of this nature. A termination fee of C$2.0 million will be payable by either party in the case of certain terminating events. The termination fee payable by Northern Vertex will increase to C$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, as defined below.

Further information regarding the Transaction will be contained in a management information circular to be prepared by Eclipse and mailed to Eclipse shareholders in connection with a special meeting of shareholders to consider the Transaction. All shareholders of Eclipse are urged to read the information circular once available, as it will contain important additional information concerning the Transaction.

Board Recommendations and Voting Support

The Transaction has been unanimously approved by the board of directors of both Northern Vertex and Eclipse. The board of directors of Eclipse has unanimously recommended that the Eclipse shareholders vote in favour of the Transaction.

All the directors and officers of Eclipse, holding in aggregate approximately 17.3% of the issued and outstanding common shares of Eclipse have entered into customary voting support agreements agreeing to vote in favour of the Transaction.

Stifel GMP has provided a fairness opinion to the board of directors of Eclipse that, as of the date hereof, and based upon and subject to the assumptions, limitations and qualifications stated therein, the consideration being received by the shareholders of Eclipse under the Transaction is fair, from a financial point of view, to the shareholders of Eclipse.

Concurrent Financing

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. (collectively, the “Agents“) in connection with a “best efforts” private placement financing (the “Offering“) of subscription receipts (the “Subscription Receipts“) to be sold at C$0.50 per Subscription Receipt for minimum gross proceeds of C$20 million.

The Subscription Receipts will each be automatically converted into one divided by 1.09 of an Eclipse share (the “Eclipse Shares“) (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 February 28, 2021. The Eclipse Shares acquired upon conversion of the Subscription Receipts will be exchanged for Northern Vertex shares in accordance with the Plan of Arrangement resulting in purchasers of Subscription Receipts receiving one common share in Northern Vertex for each Subscription Receipt purchased in the Offering. 

The Northern Vertex shares issued in connection with the closing of both the offering and the Transaction will not be subject to any statutory hold period in Canada. 

Maverix Metals Inc. (“Maverix“) has agreed to exercise, on or before December 12, 2020, approximately 19.5 million share purchase warrants (the “Warrants“) exercisable into 19.5 million Northern Vertex common shares (the “Warrant Shares“) at C$0.40 per Warrant Share for gross proceeds to Northern Vertex of approximately C$7.8 million.  As part of the Transaction, Maverix will sell the Warrant Shares to Eclipse for C$0.50 per Warrant Share for a total purchase price of C$9.8 million.  Immediately following the closing of the Transaction the Warrant Shares will be returned to Northern Vertex for cancellation.

The proceeds of the Offering will partly be used to fund the purchase of the Warrant Shares from Maverix (C$9.8 million) with the remaining funds (C$10.2 million), prior to commission and expenses, together with the C$7.8 warrant exercise proceeds plus cash on hand, will be used to fund ongoing exploration and development at Northern Vertex’s Moss Mine, the Hercules Gold project, and general corporate purposes.

Advisors and Counsel

Stifel GMP is acting as financial advisor to Eclipse and DuMoulin Black LLP is acting as legal counsel to Eclipse.

Raymond James Ltd. is acting as financial advisor and Maxis Law Corporation is acting as legal counsel to Northern Vertex.

Qualified Persons

The foregoing technical information contained in this news release has been reviewed and verified by Mr. Joseph Bardswich, P.Eng., a director of Northern Vertex and a Qualified Person (“QP”) for the purpose of National Instrument 43-101 (Disclosure Standards for Mineral Projects), as well as Dr. Warwick Board, P.Geo., Vice President of Exploration for Eclipse Gold Mining Corporation, and a QP.

Transaction highlights:

• Concurrent best efforts private placement of subscription receipts by Eclipse for minimum gross proceeds of $20-million to be led by Stifel GMP on behalf of a syndicate of agents including Canaccord Genuity Corp., Raymond James Ltd., Beacon Securities Ltd. and PI Financial Corp.;
• Exchange ratio for existing common shares of Eclipse of 1.09 shares of Northern Vertex for every one share of Eclipse, determined based on the 20-day VWAP (volume-weighted average price) of each company on Dec. 4, 2020;
• Combined company will comprise 71 per cent Northern Vertex shareholders, 18 per cent Eclipse shareholders and 11 per cent new shareholders;
• Joining the board of directors of Northern Vertex from Eclipse will be Douglas J. Hurst and Marcel de Groot. Mr. Hurst will serve as chairman of Northern Vertex and lead the integrated board and management team;
• Accelerated corporate growth will be supported by the Moss mine’s production and cash flow and a bolstered balance sheet;
• Shareholders of the combined company gain leverage to resource growth at greater scale with accelerated drilling at both the Moss mine and Hercules gold project.

Northern Vertex president, chief executive officer and director Kenneth Berry stated: “The result of this transaction will be a combined company with a greatly strengthened balance sheet, and an enhanced team with extensive experience growing multiasset gold companies. This represents a significant step toward our unwavering vision of building a top-of-the-class mid-tier gold producer. We plan to use this new platform to accelerate organic growth opportunities by targeting significant resource expansion at the Moss mine and execute an aggressive rollup strategy focused on the Western United States.”

Eclipse president, chief executive officer and director Michael G. Allen stated: “This combination gives Eclipse shareholders exposure to creating value on a larger scale, supported by positive cash flow. Shareholders of the new combined company will now own a platform including two Walker Lane gold projects with multimillion-ounce potential, a producing mine with untapped production and cash flow growth opportunities, and an executive team with demonstrated success building multiasset companies organically and through M&A. This combination aligns all the key elements required toward building America’s next mid-tier gold growth story.”

Greenstone Resources LLP senior partner Michael Haworth stated: “As a 22-per-cent shareholder of this new, integrated gold company, we are excited about the opportunity we see ahead with a stronger balance sheet, enhanced capital markets presence, and accelerated fulfilment of operational and exploration potential. With our original investment in 2017, we had a vision for developing a consolidated, Western U.S. precious metals producer and support this transaction as the next step in that direction.”

Board and management team

The combined company will feature a new integrated board of directors comprising Mr. Hurst (Eclipse) acting as chairman, Geoff Burns (Maverix Metals/Northern Vertex), Michael Haworth (Greenstone Resources/Northern Vertex), Mr. de Groot (Eclipse), David Farrell (Northern Vertex), Kenneth Berry (Northern Vertex) and James M. McDonald (Northern Vertex).

The management team will comprise president and chief executive officer Kenneth Berry, chief financial officer David Splett, executive vice-president, corporate development, Michael G. Allen and Dr. Warwick Board as vice-president of exploration.

Transaction details

Eclipse and Northern Vertex, which are arm’s length to each other, have entered into an arrangement agreement dated Dec. 4, 2020, pursuant to which 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 (British Columbia).

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 transaction will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and is subject to a 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 and receipt of all necessary regulatory and court approvals and the satisfaction of certain other closing conditions customary for a transaction of this nature, including completion of the offering (as hereinafter defined).

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.

The arrangement agreement includes customary provisions, including mutual non-solicitation, right-to-match and fiduciary out provisions, as well as certain representations, covenants and conditions that are customary for a transaction of this nature. A termination fee of $2.0-million will be payable by either party in the case of certain terminating events. The termination fee payable by Northern Vertex will increase to $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, as defined below.

Further information regarding the transaction will be contained in a management information circular to be prepared by Eclipse and mailed to Eclipse shareholders in connection with a special meeting of shareholders to consider the transaction. All shareholders of Eclipse are urged to read the information circular once available, as it will contain important additional information concerning the transaction.

Board recommendations and voting support

The transaction has been unanimously approved by the board of directors of both Northern Vertex and Eclipse. The board of directors of Eclipse has unanimously recommended that the Eclipse shareholders vote in favour of the transaction.

All the directors and officers of Eclipse, holding in aggregate approximately 17.3 per cent of the issued and outstanding common shares of Eclipse, have entered into customary voting support agreements agreeing to vote in favour of the transaction.

Stifel GMP has provided a fairness opinion to the board of directors of Eclipse that, as of the date hereof, and based upon and subject to the assumptions, limitations and qualifications stated therein, the consideration being received by the shareholders of Eclipse under the transaction is fair, from a financial point of view, to the shareholders of Eclipse.

Concurrent financing

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 Ltd. and PI Financial Corp. in connection with a best efforts private placement financing of subscription receipts to be sold at 50 cents per subscription receipt for minimum gross proceeds of $20-million.

The subscription receipts will each be automatically converted into one divided by 1.09 of an Eclipse share (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 Feb. 28, 2021. The Eclipse shares acquired upon conversion of the subscription receipts will be exchanged for Northern Vertex shares in accordance with the plan of arrangement resulting in purchasers of subscription receipts receiving one common share in Northern Vertex for each subscription receipt purchased in the offering.

The Northern Vertex shares issued in connection with the closing of both the offering and the transaction will not be subject to any statutory hold period in Canada.

Maverix Metals Inc. has agreed to exercise, on or before Dec. 12, 2020, approximately 19.5 million share purchase warrants exercisable into 19.5 million Northern Vertex common shares at 40 cents per warrant share for gross proceeds to Northern Vertex of approximately $7.8-million. As part of the transaction, Maverix will sell the warrant shares to Eclipse for 50 cents per warrant share for a total purchase price of $9.8-million. Immediately following the closing of the transaction the warrant shares will be returned to Northern Vertex for cancellation.

The proceeds of the offering will partly be used to finance the purchase of the warrant shares from Maverix ($9.8-million) with the remaining funds ($10.2-million), prior to commission and expenses, together with the $7.8-million warrant exercise proceeds plus cash on hand, will be used to finance continuing exploration and development at Northern Vertex’s Moss mine and the Hercules gold project and for general corporate purposes.

Advisers and counsel

Stifel GMP is acting as financial adviser to Eclipse and DuMoulin Black LLP is acting as legal counsel to Eclipse.

Raymond James Ltd. is acting as financial adviser and Maxis Law Corp. is acting as legal counsel to Northern Vertex.

The bulk sample was sent for off-site processing, generating 27 tonnes of high-grade silver-gold concentrate. The bulk sample was excavated from a zone representative of the Ag-Au-Pb-Zn (silver-gold-lead-zinc) hydrothermal breccia in the upper levels of the underground development, to initiate preliminary metallurgical test work on the San Juan area. The historical San Juan underground development has no history of previous production and is currently being drilled by the company.

The 2,700 t bulk sample was transported off site to a third party owned 262-tonne-per-day processing plant to conduct the metallurgical test work. The plant is located three kilometres from the mine site and consists of a crusher, grinding to P80 per cent minus 74 microns, and two stages of flotation cleaning. Standard flotation reagents were applied. The bulk sampling test work was completed free from the use of lime or cyanide.

GR Silver Mining president and chief executive officer Marcio Fonseca commented: “We are very encouraged with the results of the initial bulk sampling of the San Juan breccia, which has indicated that a high-grade silver-gold concentrate can be produced using standard grind and flotation processing technology. Our current focus continues to advance surface and underground drilling with five diamond core rigs at the Plomosas silver project. We are also carrying out preliminary metallurgical studies to investigate potential metallurgical flow sheets, aiming to achieve high-value final concentrate products from the areas being drilled.”

The bulk sample was intended to investigate the continuity of the mineralization along strike on the upper level and assess the initial metallurgical response of this type of mineralization to a standard processing flow sheet. Six veins have already been identified as making up the San Juan area and the 2,700 t bulk sample represents just a discrete portion of one of those veins.

The attached table summarizes assay results processed at the SGS Laboratory in Durango, Mexico, for 16 samples from the concentrate product.

                        CONCENTRATE SAMPLE ASSAY RESULTS
   
Concentrate sample No.          Sample weight (kg)       Ag (g/t)       Au (g/t)

19382                                        1.42         15,189           48.6
19383                                        1.24         15,184           45.5
19384                                        1.31         15,254           46.2
19385                                        1.23         15,620           45.8
19386                                        1.15         15,197           44.4
19387                                        0.88         15,029           45.8
19389                                        1.36         15,549           46.0
19390                                        1.60         15,090           44.7
19391                                        1.43         15,068           48.0
19393                                        1.43         14,956           45.4
19394                                        1.03         15,011           44.6
19395                                        1.49         14,975           47.1
19396                                        1.58         15,447           46.1
19397                                        1.66         14,947           49.2
19398                                        1.50         14,930           45.5
19400                                        1.46         14,964           44.6
Weighted average                            21.77**       15,147           46.2

* All numbers are rounded. Results are uncut and undiluted. In calculating a 
  weighted average, each number in the data set is multiplied by each sample's 
  predetermined weight before the final calculation is made. 

** Total combined sample weight (kg) of 16 samples collected from 27 tonnes of 
   wet concentrate produced at off-site plant.


  

The company believes that the successful results of the preliminary metallurgical test work on the bulk sample provide valuable information and inputs toward defining a metallurgical flow sheet for future developments at the Plomosas silver project. The current drilling program will continue to provide additional key data for both metallurgical testing and resource definition.

Exploration highlights (see attached table) include:

• Drill hole OM100-20-001 intersected 8.60 metres grading 11.45 per cent zinc and 3.57 per cent lead in the northern portion of the L65 deposit to validate results from a historical hole. Results confirm well-developed tabular mineralization in this location that is part of the current Central zone underground mineral resource. Further drilling will aim to expand and connect the mineralization present in this immediate area to a 900-metre-long open trend parallel to, and north of, the main portion of the L65 tabular deposit.
• Drill hole OM97-20-001 intersected 3.00 metres grading 2.01 per cent Zn and 2.94 per cent Pb in near-surface tabular mineralization, located 1,300 metres west of the historic K77 deposit, in an area for which most historical holes have no reported assays. This hole suggests potential to expand mineralization toward the previously mined K77 deposit (historical production (Cominco): 500,000 tonnes grading 12.8 per cent Pb plus Zn).

New induced polarization anomaly suggests prismatic mineralization. A recently completed induced polarization (IP) geophysical survey has identified a distinct chargeability and resistivity target between the Main and North trends measuring 250 metres long by 150 metres wide and extending from surface to an approximate depth of 200 metres. There is no previous drilling in this target. It exhibits characteristics similar to previous IP surveys done over known prismatic deposits which are higher grade than tabular deposits. Drill hole OM103-20-001, a stratigraphic hole drilled 260 metres to the south of the IP anomaly (before the survey was completed), intersected strong dolomitic alteration in the key Sulphur Point formation, which is the primary host to all mineralization at Pine Point.

Robert Wares, chairman and chief executive officer, commented: “Results obtained to date from this program, disclosed in the last three press releases, clearly indicate the excellent potential for expansion of tabular mineralization at Pine Point. Furthermore, several untested geophysical anomalies, including the strong IP anomaly described above, point to potential for new discoveries of high-grade Prismatic deposits. The Pine Point project is advancing very well on all fronts in what we believe is the start of a sustained rising zinc commodity market. We look forward to another season of successful exploration at Pine Point in the new year.”

Results for all drill holes are reported in the attached table. Drill hole OM100-20-002 confined mineralization in an outlier portion of the L65 mineral resource block to the northeast of OM100-20-001. Drill hole OM101-20-001 also confined mineral resources on the edge of the proposed K68 pit. All remaining holes tested various gravity responses with targets compiled from existing data.

                                       DRILL HOLE COMPOSITE ASSAY RESULTS

                                                                    Drilled
Hole name             Area      Deposit     From (m)      To (m)   width (m)      Pb (%)      Zn (%) Pb + Zn (%)


OM100-20-001  Central zone   Definition       51.80       60.40        8.60        3.57       11.45       15.02
OM100-20-002  Central zone  Exploration       60.50       61.50        1.00        0.02        1.44        1.45
OM101-20-001  Central zone  Exploration
OM102-20-001  Central zone  Exploration       57.36       59.36        2.00        0.45        0.50        0.95
OM103-20-001  Central zone  Exploration  No significant results
OM28-20-001       Gap zone  Exploration  No significant results
OM31-20-001   Central zone  Exploration       59.50       61.75        2.25        0.28        1.90        2.18
OM31-20-001   Central zone  Exploration       65.50       66.50        1.00        0.49        2.00        2.48
OM49-20-001   Central zone  Exploration       82.00       84.00        2.00        0.72        1.05        1.77
OM50-20-001    South trend  Exploration
OM53-20-001    South trend  Exploration       66.60       67.60        1.00        4.62        5.03        9.65
OM54-20-001   Central zone  Exploration  No significant results
OM64-20-001   Central zone  Exploration  No significant results
OM69-20-001    South trend  Exploration  No significant results
OM91-20-001   Central zone  Exploration  No significant results
OM97-20-001   Central zone  Exploration       63.00       66.00        3.00        2.94        2.01        4.95

Note regarding mineral resources and qualified persons

Robin Adair is the qualified person and the vice-president of exploration for Osisko Metals. He is responsible for the technical data reported in this news release and is a professional geologist registered in the Northwest Territories.

Wyloo Metals is the mining division of Tattarang, one of Australia’s largest private investment groups. A long-term and collaborative investor supporting the discovery and development of the next generation of mines, Wyloo Metals is led by a multidisciplinary team of geologists, engineers and financial professionals. The company works closely with all stakeholders to accelerate projects through the development cycle while meeting the highest international environmental, social and governance standards.

“We are delighted that Wyloo Metals has chosen to acquire a cornerstone interest in Noront,” said Noront president and chief executive officer Alan Coutts. “It’s exciting to partner with a company whose values parallel our own company principles. Wyloo makes long-term strategic investments in companies that mine responsibly, and that’s a philosophy that aligns very well with the approach Noront is taking as we develop the Ring of Fire in an environmentally responsible manner in collaboration with our first nation partners.”

Head of Wyloo Metals, Luca Giacovazzi, said the partnership with Noront presents a unique opportunity to join forces with a proven management team in the development of the Eagle’s Nest deposit and the continued exploration of the world-class Ring of Fire region. “This investment reflects a long-term and collaborative strategy to support the discovery and development of the next generation of mines required to meet the growing demand of critical materials needed to power the decarbonization of the global economy,” Mr. Giacovazzi said.

The surface rights acquired include: the lands where the exploration camp, offices, logging and sampling facilities, as well as core storage areas are currently located. In addition, one parcel is located at waterfront with the potential to construct deep water loading facilities. The total package had been previously leased annually by the Company from private owners.

“Acquiring the title to these surface lands secures the future of the exploration camp and geological facilities as well as establishes the asset of having strategically located building sites for future infrastructure needs”, states Shawn Khunkhun, President and CEO.

The transaction involves a payment of Cnd$150,000 in cash and Cnd$150,000 in fully paid common shares of the company issued at a deemed price per share equal to the 10-day simple average of the closing price of the shares on the TSX Venture Exchange (“TSXV”) immediately preceding the issue date. The transaction is subject to final approval of the TSXV. The Company currently has title to the underlying mineral leases on the larger lots within the land package but does not intend to conduct exploration on them.

The debentures will mature five years following the closing date with an interest rate of 7 per cent per annum and, subject to certain terms and conditions, will be convertible into up to an aggregate of 11,627,907 common shares of the company at a conversion price of 55.9 U.S. cents per conversion share (being 71.5 Canadian cents per conversion share converted into U.S. dollars using the Bank of Canada daily exchange rate for Canadian to U.S. dollars on Dec. 4, 2020). The conversion price represents (i) a premium of 42 per cent to the 20-day VWAP (volume-weighted average price), and (ii) a premium of 34 per cent to the 10-day VWAP, of the closing price of the common shares on Dec. 4, 2020. The debentures, and conversion shares issuable upon conversion of the debentures, will be subject to resale restrictions for a period of four months from the date of closing of the offering.

The company may, at its option, redeem the debentures, in whole or in part, at par plus accrued and unpaid interest. The company must pay a redemption fee equal to 2 per cent of the principal amount if redeemed between 12 months and two years after the date of closing of the offering and equal to 4 per cent of the principal amount if redeemed within 12 months of such date. No redemption fee will be charged to redeem the debentures after two years of the date of closing of the offering. In connection with the debentures, certain subsidiaries of the company will grant a guarantee in favour of Dundee.

The proceeds of the offering will be used for work on the company’s La Plata project and for general working capital purposes. The closing date for the offering is expected to be on or about Dec. 11, 2020.

The offering is subject to customary conditions, including but not limited to, the receipt of all necessary approvals, including the final approval of the TSX Venture Exchange.

On Nov. 20, 2020, Victory and Nevada King Mining Ltd. announced a merger-of-equals transaction, under which Victory will acquire all of the issued and outstanding shares of Nevada King for common shares of Victory, with the shareholders of Nevada King to hold 50 per cent of the issued and outstanding Victory shares on completion of the merger. In addition to customary conditions to completion of the merger, including shareholder, court and regulatory approvals, a key business condition is the completion of an $8-million financing at an effective price per Victory share of no less than 50 cents. While Palisades Goldcorp Ltd., a major shareholder of both Nevada King and Victory, has provided a backstop commitment to subscribe for any portion of the private placement that is not taken up by other investors, Victory is undertaking the private placement at this time to offer other investors the opportunity to participate as well as to satisfy this condition to completion of the merger as soon as practical. The completion of the private placement is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

Details regarding the subscription receipts

The subscription receipts will be issued pursuant to a subscription receipt agreement to be entered into between Victory and the subscription receipt agent. Pursuant to the subscription receipt agreement, each subscription receipt will entitle the holder to receive one postmerger Victory share immediately after closing of the merger, subject to other standard conditions, without further action on the part of the holder and without payment of additional consideration. The proceeds of the private placement will be held in escrow pending the completion of the merger. If the merger is not completed before April 16, 2020, the subscription receipts will be deemed to be cancelled, and the holders of subscription receipts will receive a cash amount equal to the aggregate subscription price of their subscription receipts and any interest that was earned on the subscription price.

The subscription receipts to be issued under the private placement and the Victory shares to be issued in exchange for the subscription receipts upon the closing of the merger will be subject to a statutory hold period expiring four months and one day from the closing date of the private placement.

The proceeds of the private placement will be used to advance Victory’s development-stage/exploration-stage assets and for other general corporate purposes.

The shares are being issued pursuant to the prospectus exemption contained in Section 2.24 of National Instrument 45-106 –- Prospectus Exemptions, and are not subject to trading restrictions pursuant to the provisions of NI 45-102 — Resale of Securities, since the criteria contained in NI 45-102 2.6(3) are met.

Additional details can be found in the company’s news release dated Sept. 4, 2020.

The net proceeds of the offering will be used: to continue advancement of the Douay gold project; for general corporate purposes; and to finance future potential growth opportunities.

The common shares will be offered by way of a short form prospectus in all of the provinces of Canada and may also be offered by way of private placement in the United States.

Horizonte Minerals PLC has provided an operational update for the Araguaia nickel project as the project moves toward construction.

Hole DDH 20-009 intersected a broad zone of silver and gold mineralisation within the oxide horizon, as well as a substantial zone of gold mineralisation at the base of the oxides, beneath which there is a zone of gold mineralisation associated with copper sulphides. This extends our knowledge of the mineralised system at depth, beneath the Whittle Pit. Highlight intercepts are shown in Table 1 and include an 83 metre interval, starting from 171 m downhole, grading 289.4 g/t Ag and 1.45 g/t Au.

Partial results of hole DDH 20-008 were announced on October 26th, 2020 and complete results are now available. The hole was drilled south of the known mineralised system and obtained a silver intersection extending the zone in this direction, together with a gold zone associated with high-grade copper at depth.

   Drill Result Highlights from DDH 20-008 and DDH 20-009:
 
  Drill Hole            From  To    Type      Interval Ag    Au                          
                        (m)   (m)             (m)       g/t  g/t  Cu   AgEq1g/t AuEq1g/t 
                                                                  %                      
  DDH-20-008*           181   184   Oxides    3        78.4  -   --    78.4     1.04     
  DDH-20-008*           188   194.5 Oxides    6.5      123.4 0.15 -    134.6    1.79     
  DDH-20-008*           272.5 287   Sulphides 14.5     -    --    0.51 n/a      n/a      
  DDH-20-008            352   360   Sulphides 8        -     1.66 2.01 n/a      4.42     
  DDH-20-009            171   254   Oxides    83       289.4 1.45 -    398.2    5.31     
  DDH-20-009  including 191   251   Oxides    60       287.3 1.87 -    427.6    5.70     
  DDH-20-009  including 176   182   Oxides    6        648.0 0.44 -    681.0    9.08     
  DDH-20-009  including 216   222   Oxides    6        735.4 2.42 -    916.9    12.23    
  DDH-20-009  including 221   228   Oxides    7        321.6 3.13 -    556.4    7.42     
  DDH-20-009  including 234   238   Oxides    4        304.5 4.57 -    647.3    8.63     
  DDH-20-009            269   271   Oxides    2        103.2 2.14 -    263.7    3.52     
  DDH-20-009            275   280   Oxides    5        98.7  4.16 -    410.7    5.48     
  DDH-20-009            287   289   Sulphides 2        55.0  5.29 2.04 661.6    8.82     
  DDH-20-009            307.3 308.3 Sulphides 1        44.2  3.07 1.37 415.4    5.54     
  DDH-20-009            311.5 318.5 Sulphides 7        -     0.70 0.77 131.7    1.76     

  * Denotes results that were previously released.
 

Note: All results in this news release are rounded. Assays are uncut and undiluted. Widths are drilled widths, not true widths. True widths are estimated to be approximately 80% of the interval widths.

1 AgEq & AuEq calculations for reported drill results are based on USD $20.00/oz Ag, $1,500/oz Au and $3.00/lb Cu. The calculations assume 100% metallurgical recovery and are indicative of gross in-situ metal value at the indicated metal prices. Refer to Technical Notes below for metallurgical recoveries assumed in the 2018 PEA study on Diablillos.

Dave O’Connor, Chief Geologist, commented, “We are extremely pleased with the results of hole DDH 20-009 which expands our knowledge of the deeper oxide gold zone that is associated with hydrothermal breccias developed along the basal unconformity of the andesite volcanics, as well as the underlying sulphide gold-copper mineralisation at Oculto.”

Hole DDH 20-009

The broad zone of high-grade silver and mineralisation in hole DDH 20-009 (83m @ 398 g/t AgEq) intersected between 171 and 254m depth significantly enhances the grade of oxide silver resource estimated within the Whittle Pit boundary, and also expands the resource beneath the base of the pit where it includes gold associated with copper sulphide mineralisation.

Exploration Program Update

To date, the Company has reported results from a total of 11 diamond drill holes in the Oculto Zone as part of its recently expanded exploration program. To date, the Company has completed drilling a total of 28 diamond drill holes and is awaiting results for the remaining holes. The priority drilling targets are:

• To continue to expand our knowledge of the deeper oxide gold zone;
• To add to the resource base north-east of the Whittle Pit boundary;
• To define a shallow gold zone (from surface to ~100m depth) which would benefit early open pit mining operations.