Northern Vertex Announces Convertible Debenture Non-Brokered Private Placement Financing of $7.5 Million

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, May 25, 2016 /CNW/ - Northern Vertex Mining Corp. (TSX.V: NEE) (the "Company") is pleased to announce a Non-Brokered Private Placement (the "Private Placement") of unsecured convertible debentures ("Debenture") for gross proceeds of up to Cdn$7,500,000.  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, NW Arizona, USA and general corporate purposes.

Dick Whittington, the Company's CEO & 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 Cdn$100, a term of five years from the date of issue and will bear interest at a rate of 5% 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 Cdn$0.50 per common share(the "Conversion Price"), which is equivalent to 2,000 common shares for each Cdn$1,000 principal amount of Debentures, subject to adjustment in certain circumstances. Debentures must be converted in minimum amounts of Cdn$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% 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% 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, the acceptance of the TSX Venture Exchange. The Private Placement has received approval from the Board of Directors of the Company.

The securities being offered have not been, nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of, or a solicitation of an offer to buy, securities in the United States.

About Northern Vertex: Northern Vertex Mining Corp. is a Canadian exploration and mining company focused on the reactivation of the Moss Mine Gold-Silver Project located in NW Arizona, USA where the Company has earned a 70% property interest and will form an LLC joint venture with Patriot Gold Corp. The Moss Mine Gold-Silver Project is an epithermal, brecciated, low sulphidation quartz-calcite vein and stockwork system which extends over a strike length of 1,400 meters and has been drill tested to depths of 370 meters vertically. It is a potential heap leach, open pit project that has been advanced to the Feasibility Study stage to ensure that technical, economic, permitting and funding requirements are met prior to proceeding with the development of the mine. The Company's management comprises an experienced management team with a strong background in all aspects of exploration, development, operations and financing of mining projects worldwide. The Company is focused on working effectively and respectfully with our stakeholders in the vicinity of the historical Moss Mine and enhancing the capacity of the local communities in the area.

ON BEHALF OF THE BOARD OF NORTHERN VERTEX

"J.R.H. (Dick) Whittington"
President & CEO

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements: The information in this news release has been prepared as at May 24, 2016. Certain statements in this news release, referred to herein as "forward-looking statements", constitute "forward-looking statements" under the provisions of Canadian provincial securities laws. These statements can be identified by the use of words such as "expected", "may", "will" or similar terms.

Forward-looking statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies.  Many factors, known and unknown, could cause actual results to be materially different from those expressed or implied by such forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made.  Except as otherwise required by law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which any such statement is based. More particularly, this release contains statements concerning the anticipated Private Placement. Accordingly, there is a risk that the Private Placement will not be completely sold or completed within the anticipated time or at all. 

Cautionary Note to US Investors: This news release may contain information about adjacent properties on which we have no right to explore or mine. We advise U.S. investors that the SEC's mining guidelines strictly prohibit information of this type in documents filed with the SEC. U.S. investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties. This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such Statements.

SOURCE Northern Vertex Mining Corp.