September 5, 2014
Excelsior Mining Corp. (TSX-V: MIN) (Frankfurt: 3XS) (OTCQX: EXMGF) ("Excelsior" or the“Company”) is pleased to announce the closing of the first tranche of the US$10 million financing and strategic partnership agreement with an affiliate of Greenstone Resources L.P. (“Greenstone”), whereby Greenstone has purchased 20,580,000 common shares, equal to approximately 19.9% of the issued and outstanding common shares of Excelsior, at a price of C$0.34 per common share in return for gross proceeds of US$6,393,341.64. For further information please see the Company’s previous news release dated August 13, 2014 – “Excelsior Announces Strategic Partnership and US$10 M Financing with Greenstone Resources.”
In connection with this transaction, Mr. Michael Haworth will immediately join the Board of Directors as the first nominee director of Greenstone.
The second tranche of the private placement shall require shareholder approval under the rules and policies of the TSX Venture Exchange as it will result in the creation of a new “control person”. The Company intends to obtain shareholder approval for the second tranche at its annual and special meeting of shareholders currently scheduled for September 30, 2014 in Vancouver (the “Meeting”). Assuming shareholder approval is obtained, the second tranche is scheduled to close within 15 business days after the Meeting. The second tranche will see Greenstone purchase US$3,606,658.36 of common shares of Excelsior at price of C$0.34 per common share. The exact number of common shares will be determined based on the noon US$/C$ exchange rate as quoted by the Bank of Canada on the day of the Meeting. This portion of the transaction remains subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.
The TSX Venture Exchange has conditionally approved the closing of the transaction, however it has not yet completed its review of certain documents. As a result, the closing has occurred but the proceeds of the first tranche of the private placement, together with the 20,580,000 common shares subscribed by Greenstone, were deposited into escrow on closing. The escrowed funds and common shares will be released to the Company and Greenstone, respectively, upon the completion of the TSX Venture Exchange’s review of these documents.
The net proceeds of the offering will be used for the continued development of the company's Gunnison Copper Project and for working capital and general corporate purposes. Excelsior will pay a finder’s fee equal to $250,000 in accordance with the rules and policies of the TSX Venture Exchange. The common shares issued to Greenstone are subject to a statutory four month hold period expiring on January 6, 2015.
Greenstone is a private equity fund specialising in the mining and metals sector. The Greenstone team has over 80 years of experience in the sector covering all aspects of mining project development. Further details on Greenstone can be found at www.greenstoneresources.com.
Greenstone is acquiring the securities in the offering described herein for investment purposes. Depending on market conditions and other factors, Greenstone may from time to time acquire and/or dispose of securities of Excelsior or continue to hold its current position.
Excelsior is a mineral exploration and development company that is advancing the Gunnison Copper Project. The Excelsior management team consists of experienced professionals with proven track records of advancing mining projects into production. Further information about the Gunnison Copper Project can be found in the technical report filed on SEDAR at www.sedar.com entitled: “Gunnison Copper Project, NI 43-101 Technical Report, Prefeasibility Study” dated February 14, 2014.
For more information on Excelsior, please visit our website at www.excelsiormining.com.
ON BEHALF OF THE EXCELSIOR BOARD
"Mark J. Morabito"
For further information regarding this press release and/or for a copy of the early warning report required to be filed with the applicable securities commissions in connection with the offering, please contact:
Excelsior Mining Corp.
JJ Jennex, Vice President, Corporate Affairs
T: 604-681-8030 x240
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information" concerning anticipated developments and events that may occur in the future. Forward looking information contained in this news release includes, but is not limited to, statements with respect to (i) the timing and closing of the second tranche of the private placement; (ii) the anticipated use of proceeds of the private placement; and (iii) the advancement of the Gunnison Project.
Such forward-looking information can be identified by the use of word “will”. Forward-looking information contained in this news release is based on certain factors and assumptions regarding, among other things, the estimation of mineral resources and mineral reserves, the realization of resource and reserve estimates, copper and other metal prices, the timing and amount of future exploration and development expenditures, the estimation of initial and sustaining capital requirements, the estimation of labour and operating costs, the availability of necessary financing and materials to continue to explore and develop the Gunnison Project in the short and long-term, the progress of exploration and development activities, the receipt of necessary regulatory approvals, the completion of the permitting process, the estimation of insurance coverage, and assumptions with respect to currency fluctuations, environmental risks, title disputes or claims, and other similar matters. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.
Forward looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include risks inherent in the exploration and development of mineral deposits, including risks relating to changes in project parameters as plans continue to be redefined including the possibility that mining operations may not commence at the Gunnison Project, risks relating to variations in mineral resources and reserves, grade or recovery rates resulting from current exploration and development activities, risks relating to the ability to access infrastructure, risks relating to changes in copper and other commodity prices and the worldwide demand for and supply of copper and related products, risks related to increased competition in the market for copper and related products and in the mining industry generally, risks related to current global financial conditions, uncertainties inherent in the estimation of mineral resources, access and supply risks, reliance on key personnel, operational risks inherent in the conduct of mining activities, including the risk of accidents, labour disputes, increases in capital and operating costs and the risk of delays or increased costs that might be encountered during the development process, regulatory risks, including risks relating to the acquisition of the necessary licenses and permits, financing, capitalization and liquidity risks, including the risk that the financing necessary to fund the exploration and development activities at the Gunnison Project may not be available on satisfactory terms, or at all, risks related to disputes concerning property titles and interest, environmental risks and the additional risks identified in the “Risk Factors” section of the Company’s reports and filings with applicable Canadian securities regulators.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information is made as of the date of this news release. Except as required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information.
Neither the 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, and no securities regulatory authority has either approved or disapproved of the contents of this release.