Nicola Mining Announces Non-Brokered Private Placement of Secured Convertible Debentures

NOT T FOR DIST TRIBUTION N TO UNITED STATES S NEWSWIR RE SERVIC CES OR FOR R DISSEM MINATION IN THE UN NITED STA ATES

TSX.V: N NIM

NIC COLA MINI ING ANNO OUNCES NO ON-BROKE ERED PRIVA ATE PLACE EMENT OF SECUR RED CONV VERTIBLE D DEBENTUR RES

VANCO

OUVER, BC, , November 13, 2019 – Nicola Min ning Inc. (the e “Company”) is pleased to announce a non-bro okered priva ate placemen nt (the “Offe ering”) of u up to an agg gregate prin ncipal amount of $8,000,00 00 of secured d convertibl le debenture es (the “Deb bentures”) o of the Comp pany. Insiders may also participate in n the Offerin ng. The Deb bentures wil ll include th he following g key terms:

• th he minimum m aggregate e principal a amount of t the Debentu ures issued pursuant to
  • the

Offering will O be $8,000,00 00;

• th he Debentur res shall bea ar interest at a rate of 1 10% per ann num, which interest sha all be payable annu ually, in cash h or in comm mon shares ( (each, a “Sh hare”) of the Company, a at the op ption of the Company;
• th he Debentur res will matu ure three yea ars after the e date of issu uance (the “M

Maturity Da ate”), an nd the prin ncipal amoun nt of the D Debentures, t together with any accr rued and un npaid in nterest shall be payable o on the Matu urity Date;

• th he principal l amount of f the Deben ntures shall be convertib ble into Sha ares prior to
  • the

Maturity Dat M e, at the opti ion of the ho older, at a co onversion pr rice of $0.10 per Share; a and

• th he repayment of the o outstanding principal a and interest of the Deb bentures wi ill be se ecured again nst the assets s of the Com mpany.

utory hold period All secur rities issued in connecti ion with the e Offering w will be subjec ct to a statu expiring four month hs and one d day after clo osing of the Offering. C Completion o of the Offeri ing is subject to

• the appro oval of the T TSX Venture e Exchange (the “Excha ange”). Any participatio on by

insiders i in the Offeri ing will cons stitute a rela ated party tr ransaction un nder Multila ateral Instru ument 61-101 - Protection o of Minority Security Ho olders in Spe ecial Transac ctions (“MI 61-101”) b but is expected d to be exe empt from the forma al valuation n and mino ority shareh holder app proval requirem ments of MI 6 61-101.

The aggr regate gross s proceeds fr rom the sale e of the Off fering will b be used for general wor rking capital.

None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news 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 jurisdiction in which such offer, solicitation or sale would be unlawful.

On behalf of the Board of Directors

“Peter Espig”

Peter Espig CEO & Director

For additional information contact:

Peter Espig Telephone: (604) 647-0142 Email: [email protected]

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.

Cautionary Statement Regarding Forward-Looking Statements

This news release includes certain “forward-looking statements” under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the proposed Offering, the expectations of management regarding the use of proceeds of the Offering, closing conditions for the Offering, the expiry of hold periods for securities distributed pursuant to the Offering, and Exchange approval of the proposed Offering. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including that: the Company may not complete the Offering on terms favorable to the Company or at all; the Exchange may not approve the Offering; the proceeds of the Offering may not be used as stated in this news release; the Company may be unable to satisfy all of the conditions to the Closing; and those additional risks set out in the Company’s public documents filed on SEDAR at www.sedar.com. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.