Nicola Mining Announces Issuance of Shares in Settlement of Interest Owing on Convertible Debentures and Closing of Convertible Debenture Offering

TSX.V: N NIM

NIC COLA MINING ANNO OUNCES ISSUANCE O OF SHARES IN SETTLE EMENT OF INTEREST O I OWING ON N CONVERT TIBLE DEB BENTURES AND CLOS SING OF CONV VERTIBLE D DEBENTUR RE OFFERIN NG

VANCO

OUVER, B.C., November 21, 2019 – Nicola Min ning Inc. (th he “Compan ny”) is pleas sed to announce that, furth her to its New ws Release o of Novembe er 1, 2019, it t has receive ed approval from the TSX V Venture Exc change (the “ “Exchange”) for the issu uance of 7,32 21,981 comm mon shares ( (each, a “Share”) in settlem ment of $695, ,588.20 inter rest owing o on the conve ertible deben ntures (the “Debt

Settleme

ent”), which h Shares were issued on n Novembe er 21, 2019. The Shares are subject t to a statutory y hold period d expiring o on the date t that is four m months and d one day after the closing of the Debt Settlement.

The Com mpany also a announces t that, further r to its New ws Release o of November r 13, 2019, i it has complete ed a first tra anche of its non-brokere ed private p placement (t the “Offerin ng”) pursua ant to which it issued an aggre egate of $7,000,882 $ of secured d converti ible deben ntures (the “Deb he Offering. The bentures”). The Comp pany may c complete ad dditional tra anches of th Debentur res will inclu ude the follo owing key te erms:

• 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 ntures shall be convertib
  • the

he principal l amount of f the Deben ble into Sha ares prior to 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.

The Com mpany did no ot pay any fi inder’s fees i in connectio on with the O Offering.

utstanding convertible debentures Proceeds s from the Offering wi ill be used to repay ou s and general w working capital.

The Debe entures are subject to a statutory hold period e expiring on the date tha at is four mo onths and one day after the e closing of t the Offering g.

Insiders of the Company were issued an aggregate of 6,578,947 Shares pursuant to the Debt Settlement which constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61- 101”). The issuance of the Shares to insiders was exempt from the valuation requirement of MI 61-101 by the virtue of the exemption contained in section 5.5(b) as the Company’s shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) as the value of the Shares did not exceed 25% of the Company’s market capitalization.

Insiders of the Company acquired an aggregate of $6,295,000 in Debentures which constituted a “related party transaction” within the meaning of MI 61-101. The issuance of Debentures to insiders is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company’s shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 on the basis of the financial hardship exemption contained in Section 5.7(1)(e) of MI 61-101.

The Company closed on the payment of the Interest in Shares in less than 21 days as the payment of Interest is due pursuant to the terms of the convertible debentures and closed on the Offering to pay outstanding convertible debentures and to improve the Company’s financial position.

On behalf of the Board of Directors

“Peter Espig”

Peter Espig CEO & Director

For additional information contact:

Peter Espig Telephone: 778. 385.1213 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.