VANCOUVER, Dec. 14 /CNW/ - Northern Vertex Capital Inc. ("Northern Vertex") (TSX.V-NEE.P) is pleased to announce that it has entered into a letter agreement (the "Letter Agreement") with Kootenay Gold Inc. ("Kootenay"), a Tier 1 TSX Venture Exchange listed issuer incorporated under the BC Corporations Act, Canada, dated December 11, 2009 pursuant to which Northern Vertex has an option to earn a 60% undivided interest in the Deer Creek Gold Project (the "Property") located in the West Kootenay region of southern British Columbia.
Northern Vertex is a "capital pool company" under the rules and policies of the TSX Venture Exchange (the "Exchange"). The transaction contemplated by the Letter Agreement will represent Northern Vertex's qualifying transaction (the "QT") and is subject to the approval of the Exchange. The QT is not a related party transaction under the rules and policies of the Exchange. Upon completion of the QT, Northern Vertex will become a Tier 2 mining issuer on the Exchange. Northern Vertex will be applying for a waiver of sponsorship from the Exchange.
Pursuant to the terms of the Letter Agreement, Northern Vertex must spend $1 million on exploration expenditures over a period of five years and issue up to 400,000 common shares over a three year period, of which 100,000 common shares of Northern Vertex will be issued to Kootenay on the fifth business day following the receipt of the Exchange's final acceptance to the transaction. An additional 250,000 shares are issuable to Kootenay should the property commence commercial production. Upon the exercise of the earn-in, Northern Vertex and Kootenay will form a 60/40 joint venture. Funding of further work on the Property will be on a proportional basis under the direction of a management committee with voting rights proportional to ownership percentage. Either party may be diluted on the basis of a standard formula if they do not contribute to the planned program.
There are currently 6,650,000 common shares of Northern Vertex issued and outstanding. In conjunction with the QT, the Corporation also announces a non-brokered private placement of up to 6,000,000 flow through units ("FT Units") of Northern Vertex at a price of $0.05 per FT Unit and up to 6,000,000 non-flow through units of Northern Vertex (NFT Units") at a price of $0.05 per NFT unit to raise aggregate proceeds of up to $600,000. Each FT Unit shall consist of one flow through common share of Northern Vertex and one share purchase warrant of Northern Vertex (a "Warrant"). Each NFT Unit will consist of one non-flow through common share of the Northern Vertex and one Warrant. Each Warrant entitles the holder to acquire an additional non-flow through common share of Northern Vertex at an exercise price of $0.10 for a period of five years from the date of issuance or such other price as may be acceptable to the Exchange. A finder's fee of six percent may be payable in cash. Net proceeds from the private placement will be used for the expenditures on the Property and working capital requirements.
Upon closing of the transaction, Joseph Bardswich, P.Eng., M.Eng., will be joining the board of directors. Mr. Bardswich is a Professional Engineer in the Province of Ontario and a life member of the Canadian Institute of Mining and Metalurgy (CIM). He received his masters degree in mining from the McGill University and has extensive experience as a miner and mine manager in North America, Europe and Africa. Rajwant Kang, CMA will also be appointed Chief Financial Officer. Mr. Kang is the Chief Financial Officer of several TSXV listed mining exploration companies and has over 18 years of accounting and finance experience. Mr. Kang holds a Business and Finance Diploma from East Berkshire College in Berkshire, United Kingdom, as well as a Certified Management Accountant designation granted by the Society of Management Accountants, British Columbia. Remaining on the Board of Directors are Mr. Kenneth Berry who also serves as Chief Executive Officer and has had numerous years experience in the mining exploration sector and Mr. Mark Schnarr a telecommunications executive who is currently Chief Executive Officer and President for Alpha Technologies Ltd. Mr. Rob Cruikshank will resign as director; the company thanks him for serving as a board member.
Upon completion of the QT and assuming that the Property goes into commercial production, Kootenay will hold an aggregate of 650,000 common shares of Northern Vertex representing approximately 5% of the issued and outstanding Northern Vertex Shares on a non-diluted basis. The Parties have instructed legal counsel to prepare a definitive agreement containing the terms of the Letter Agreement containing representations and warranties, closing conditions and such other terms and agreements as are customarily contained in agreements of this nature which upon execution will replace and supersede the Letter Agreement.
Deer park summary of asset
The Deer Park property comprises approximately 420 hectares, located on the east side of Lower Arrow Lake in southeastern British Columbia. The area is underlain by deformed Late Paleozoic metasediments and metavolcanics, intruded in the northern part by Middle Jurassic granodiorite and in the west, Middle Eocene Coryell intrusive rocks. Several prominent dyke swarms trend northerly in both the western and eastern part of the property. They follow Eocene age faults and shear zones, through a mapped and projected strike length of nearly three kilometres and widths of approximately 500 meters. Several styles of mineralization have been recognized. Gold occurs within the north trending shear zones in quartz veins, veinlets and irregular fracture zones, commonly with minor copper or other base metal sulphides. Higher concentrations and better grades appear to be associated with small east trending, cross-cutting fractures or faults, with hand sample values containing up to 23 g/tonne. These gold zones have been the focus of most of Kootenay Gold's recent exploration, which has included an airborne geophysical survey, geological mapping, soil geochemistry and trenching. Lead-zinc-silver veins occur in the southwestern part of the Deer Park property, but have not been worked on by Kootenay Gold. Selected grab samples from numerous historical trench piles returned values of several percent combined lead and zinc and up to 68 g/tonne Ag. A north-trending massive sulphide vein, similar to Rossland Camp sulphide veins and consisting of mainly pyrrhotite and chalcopyrite, is located on the eastern part of the property. Samples of dump material from a vertical shaft contained elevated copper but little else in the way of base or precious metal content.
The technical information in this release has been compiled by James McDonald, P.Geo., a Qualified Person as defined in terms of National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Mr. McDonald is a director of Kootenay.
Investors are cautioned that, except as disclosed in the management information circular or filing statement or other disclosure document of Northern Vertex to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Northern Vertex should be considered highly speculative. No regulatory authority has in any way passed upon the merits of the proposed Transaction and has neither approved or disapproved the contents of this news release.
Completion of the QT is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. The Exchange has in no way passed upon merits of the proposed transaction and has neither approved or disapproved the contents of this press release.
This press release includes certain "Forward-Looking Statements" within the meaning of section 21E of the United States Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding plans for completion, production potential, other targeted areas and expansion and development plans and objectives of Kootenay Gold Inc. are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy and accuracy of this Release.
ON BEHALF OF THE BOARD
NORTHERN VERTEX CAPITAL INC.
President and CEO
SOURCE Northern Vertex Mining Corp.