Completion of Subscription Agreement for Units of Northern Vertex Mining Corp.

GUERNSEY, Channel Islands, Dec. 13, 2018 /CNW/ - Further to the press release of Northern Vertex Mining Corp. (the "Company") of December 12, 2018 and its own press release of December  6, 2018, Greenstone Resources II L.P. ("Greenstone") announces that it has subscribed for 25,085,625 units of the Company at a price per unit of Cdn$0.24.  Each unit of the Company (a "Unit") consists of one common share of the Company (a "Share") and one common share purchase warrant (each a "Warrant").  Each Warrant is exercisable for a period of two years from issuance to acquire one additional Share at an exercise price of Cdn$0.40.  

The aggregate gross proceeds from the subscription by Greenstone for Units was US$4,500,000 (the "Greenstone Subscription") (equivalent to approximately Cdn$6,020,550, using a US$:Cdn$ exchange rate of US$1:Cdn$1.3379, the exchange rate published by the Bank of Canada on December 10, 2018).  As disclosed by the Company, the Greenstone Subscription is part of a larger private placement of Units by the Company, in the amount of US$8,000,000, including the Greenstone Subscription (the "Private Placement").

Prior to completion of the Greenstone Subscription, Greenstone had ownership of and control over 51,769,230 common shares, representing approximately 28% of the issued and outstanding Shares (on an undiluted basis).  Greenstone also owned (i) warrants exercisable for 25,884,615 Shares of the Company (issued to Greenstone in May 2017, exercisable for 5 years at a price per warrant of C$0.91 for a period of two years and then a price of C$1.04 for the remaining 3 years) (the "2017 Warrants"), (ii) convertible debentures in the aggregate principal amount of US$6 million issued to Greenstone in January 2018 and March 2018, exercisable for Shares of the Company at a price per Share of C$0.70, subject to reduction in certain circumstances (the "Jan March 2018 Convertible Debentures"), and (iii) a convertible debenture in the principal amount of US$2.5 million  issued to Greenstone in November 2018, exercisable for Shares of the Company at a price per common share of C$0.30 (the "November 2018 Convertible Debentures" and together with the Jan March 2018 Convertible Debentures, the "Debentures"). 

Prior to completion of the Greenstone Subscription, assuming exercise of the 2017 Warrants and the Debentures (using an exchange rate of US$1.00 = Cdn$1.3379), Greenstone owned and controlled, including the Shares it owned prior to completion of the Greenstone Subscription, an aggregate of 100,270,726 Shares, representing 42.8% of the Company's issued and outstanding Shares.

As a result of the completion of the Greenstone Subscription, Greenstone has acquired ownership of and control over 25,085,625 Shares, together with Warrants exercisable for an additional 25,085,625 Shares (using an exchange rate of US$1.00 = Cdn$1.3379), representing approximately 10.9% of the Company's Shares (taking into account completion of the full Private Placement disclosed by the Company).   When aggregated with the Shares previously owned and controlled by Greenstone (assuming exercise of the 2017 Warrants and Debentures), Greenstone now owns an aggregate of 150,441,976 Shares, representing approximately 46.5% of the Company's Shares, assuming completion of the full Private Placement disclosed by the Company (an increase of approximately 3.55%).   Assuming no exercise of the 2017 Warrants or Debentures, or exercise of the Warrants, as a result of completion of the Greenstone Subscription, Greenstone owns and controls an aggregate of 76,854,855 Shares, representing approximately 33.4% of the issued and outstanding Shares (assuming completion of the full Private Placement).

Greenstone acquired the Shares and Warrants under the Greenstone Subscription for investment purposes. Depending on market conditions and other factors, Greenstone may from time to time acquire and/or dispose of securities of the Company or continue to hold its current position.  A copy of the early warning report required to be filed with the applicable securities commission in connection with the transactions will be available on SEDAR at www.sedar.com and can be obtained by contacting Matt Hornton or Gordon Purvis at [phone]. Greenstone's address is set out below.

SOURCE Greenstone Resources II L.P.

Greenstone Resources II L.P., PO Box 656, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey; Northern Vertex Mining Corp., Suite 1650, 1075 West Georgia Street, Vancouver, BC V6E 3C9