December 19, 2017
Excelsior Mining Corp. (TSX: MIN) (FSE: 3XS) (OTCQX: EXMGF) ("Excelsior" or the “Company”) is pleased to announce that following oversubscriptions, its non-brokered private placement announced on December 11, 2017 has been upsized, to raise a total of C$38,635,200 million (approximately US$30 million) through the issuance of 38,635,200 million common shares of Excelsior (the “Common Shares”) at a price of C$1.00 per Common Share (the “Offering”).
The net proceeds of the Offering will be used for the development, construction and maintenance of the Company’s Gunnison Copper Project, including the acquisition of long lead items, and for working capital requirements.
The Offering is non-brokered; however, Clarksons Platou Securities AS and Tamesis Partners LLP have been engaged by Excelsior to act as finders in connection with the Offering and will be entitled to finder’s fees. The Offering is subject to a number of conditions, including, without limitation, the execution of definitive documentation, receipt of all regulatory approvals, including the final approval of the Toronto Stock Exchange. Subject to these conditions precedent, the first tranche of the Offering is expected to close on or around December 21, 2017.
The Company also confirms that an affiliate of Greenstone Resources L.P. (“Greenstone”) intends to acquire 16,467,200 Common Shares in the Offering for total gross proceeds of Cdn$16,467,200. Greenstone will close its portion of the Offering in a second tranche in accordance with the terms of its pre-emptive right. Greenstone currently holds 84,410,897 Common Shares (representing 50.36% of the Company’s current issued and outstanding Common Shares). After the closing of the first and second tranche of the Offering, Greenstone will hold a total of 100,878,097 Common Shares, which will represent approximately 48.91% of Excelsior’s issued and outstanding Common Shares (post-closing of the Offering).
Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), Greenstone’s participation in the Offering constitutes a "related party transaction" as Greenstone is a related party of the Company. The Company is relying on an exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that at the time Greenstone’s participation in the Offering was agreed to, neither the fair market value of the securities to be distributed in the Offering nor the consideration to be received for those securities, insofar as the Offering involved the related party, exceeds 25% of the Company's market capitalization. The Common Shares that will be acquired by Greenstone will be acquired pursuant to an exemption from the prospectus requirement in section 2.3 of National Instrument 45-106.
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 news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State 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 Matt Hornton and Gordon Purvis at +44 1481810100. Greenstone's address is set out below.
Greenstone Contact Information:
Greenstone Resources L.P.
PO Box 656
Trafalgar Court, Les Banques
St. Peter Port, Guernsey
About Excelsior Mining
Excelsior Mining “The Copper Solution Company” is a mineral exploration and development company that is advancing the Gunnison Copper Project in Cochise County, Arizona.
For more information on Excelsior, please visit our website at www.excelsiormining.com.
ON BEHALF OF THE EXCELSIOR BOARD
President & CEO
For further information regarding this press release, please contact:
Excelsior Mining Corp.
Concord Place, Suite 300, 2999 North 44th Street, Phoenix, AZ, 85018.
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) information pertaining to the terms of the Offering, (ii) the satisfaction of the conditions to the Offering, (iii) Greenstone’s participation in the Offering, and (iv) the use of proceeds from the Offering.
In certain cases, forward-looking information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. 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 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 develop and construct the Gunnison Project in the short and long-term, the progress of 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