December 1, 2015 (TSX-V: MIN) (Frankfurt: 3XS) (OTCQX: EXMGF)
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$12 million financing (the “Greenstone Financing”) that is being conducted in connection with the acquisition of the assets of Nord Resources Corporation, as they relate to the Johnson Camp Copper Mine (the “Johnson Camp Transaction”). An affiliate of Greenstone Resources L.P. (“Greenstone”) has purchased 8,655,510 common shares (the “Purchased Shares”) at a price of US$0.1733 (Cdn$0.23) per common share in return for gross proceeds of US$1.5 million. For further information please see the Company’s previous news release dated October 8, 2015 – “Excelsior to Purchase Johnson Camp Mine and Raise US$12 Million”.
The Purchased Shares represent approximately 6.98% of Excelsior’s issued and outstanding common shares. As a result of the closing of the first tranche of the Greenstone Financing, Greenstone holds a total of 41,125,017 common shares, which represents approximately 33.17% of Excelsior’s issued and outstanding common shares. The common shares issued to Greenstone are subject to a statutory four month hold period expiring on April 1, 2016. In addition Greenstone has agreed that it will not, for a period of one year, dispose of the common shares it acquires pursuant to the Private Placement except in limited circumstances.
The net proceeds of the first tranche of the Greenstone Financing will be used for the consideration payable in the Johnson Camp Transaction and for working capital and general corporate purposes.
The second tranche of the Greenstone Financing is expected to be completed concurrently with the closing of the Johnson Camp Transaction. The second tranche of the Greenstone Financing consists of a private placement of common shares for gross proceeds of US$2.5 million and the sale of 2% gross revenue royalty on the Gunnison Project for gross proceeds of US$8 million. The Company obtained shareholder approval for the Greenstone Financing at an extraordinary meeting of shareholders held on November 17, 2015. The Company is working to satisfy all of the outstanding closing conditions associated with the second tranche of the Greenstone Financing and Johnson Camp Transaction. Assuming all closing conditions are satisfied, the Company intends to concurrently close both the second tranche of the Greenstone Financing and Johnson Camp Transaction during the first half of December 2015.
The securities being offered hereby have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state or province in which such offer, solicitation or sale would be unlawful.
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.
A copy of the early warning report required to be filed with the applicable securities commission in connection with the transaction will be available on SEDAR at www.sedar.com and can be obtained by contacting Jo-Anna Duquemin Nicolle and Sadie Morrisson at +44 1481810100. Greenstone's address is set out below.
Greenstone Contact Information:
Greenstone Resources L.P.
1st Floor, Royal Chambers
St Julian's Avenue
St Peter Port, Guernsey
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.
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 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 closing of the second tranche of the Greenstone Financing and the Johnson Camp Transaction, (ii) the anticipated use of proceeds of the financings; and (iii) the advancement of the Gunnison Project.
Such forward-looking information can be identified by the use of the 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 ongoing care and maintenance costs associated with Johnson Camp, 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.