Excelsior Mining Announces Extension of Nebari Loan and US$5,500,000 Financing
NEWS RELEASE
Excelsior Mining Announces Extension of Nebari Loan and US$5,500,000 Financing
Strong Support with Extension and Funding Provided by Three Major Stakeholders
Provides Liquidity and Reduces Future Interest Obligation Under the Loan
November 30, 2023
Excelsior Mining Corp. (TSX: MIN) (FSE: 3XS) (OTCQB: EXMGF) ("Excelsior" or the “Company”)
is pleased to announce that it and its wholly-owned subsidiary Excelsior Mining Arizona, Inc. (“Excelsior
Arizona”) has agreed with Nebari Natural Resources Credit Fund I LP (“Nebari”) to extend the maturity
date of its existing $15 million credit facility to June 30, 2026. In addition, the Company has entered into
agreements for a $5.5 million financing (the “ Financing”) with Greenstone and Triple Flag. All dollar
amounts in this press release are in United States dollars.
Dr. Stephen Twyerould, President & CEO of Excelsior commented: “We are very pleased with the support
from Nebari, Greenstone and Triple Flag for the execution of the Company’s development and operating
strategy. The loan extension and funding will allow Excelsior the runway to advance the Nuton Option on
the Johnson Camp Mine and complete the preparation for the well stimulation program.”
Credit Agreement Extension
The Company, Excelsior Arizona and Nebari have entered into a Third Amendment to the Amended and
Restated Credit Agreement (the “Third Amended ARCA”). The Third Amended ARCA provides for the
extension of the maturity date of the existing $15 million credit facility to June 30, 2026 (the “Extension”).
Nebari has also agreed to reduce the interest rate (the “ Rate Reduction ”) to 10.5% plus a rate
supplement (the “ Rate Supplement”) equal to the greater of (i) the forward-looking secured overnight
financing rate (administered by CME Group Benchmark Administration Limited or a successor
administrator) for a tenor of 3 months and (ii) 1.50%.
As consideration for the Third Amended ARCA as it relates to the Extension and Rate Reduction, subject
to Toronto Stock Exchange approval, the Company is required to issue common shares of the Company
(“Common Shares”) to nominees of Nebari in a number equal to US$1,050,224, converted to Canadian
dollars at an exchange rate equal to the average market rate posted by the Bank of Canada for the 5
days preceding the issuance, divided by C$0.155 (US$0.11405). This amount includes a cash extension
bonus plus an amount equal to the total additional amount of interest that would have been payable to
the maturity date of the credit facility prior to the Rate Reduction.
In addition the early amortization of the credit facility has been extended such that the Company will begin
amortizing the principal amount of the facility (and pro-rata repayment bonus (the “Repayment Bonus”)
amount that already exists under the credit facility) in monthly instalments payable on the last day of each
month of (i) commencing June 2024 to and including December 2024, seven equal monthly installments
of $206,000.00; (ii) commencing January 2025 to and including December 2025, twelve equal monthly
installments of $257,500.00; and (iii) commencing January 2026 to June 2026, six equal monthly
installments of $309,000.00.
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The Third Amended ARCA is subject to certain conditions including completion of the Financing by
December 31, 2023, conclusion of certain agreements with Triple Flag International Ltd. (“ Triple Flag”)
and the approval of the Toronto Stock Exchange.
Financing
To satisfy the condition to complete the Financing under the Third Amended ARCA, the Company has
agreed to a transaction with Triple Flag and Greenstone Excelsior Holdings LP (“ Greenstone”) on the
following terms: (i) Greenstone shall sell 1.5% of its total 3% gross revenue royalty on the Johnson Camp
Mine to Triple Flag for consideration of $5.5 million in cash (the “Royalty Sale”); and (ii) Greenstone will
concurrently complete a $5.5 million financing with the Company that consists of $3.1 million in Common
Shares (the “ Share Offering ”) and $2.4 million principal amount of convertible debentures (the
“Debenture Offering”).
Pursuant to the Share Offering, the Company shall issue Greenstone a total of 27,180,000 Common
Shares at a price of US$0.11405 (C$0.155) per Common Share for aggregate gross proceeds of $3.1
million.
Pursuant to the Debenture Offering, Greenstone will subscribe for a total of $2.4 million principal amount
of convertible debentures (the “Debentures”). The terms of the Debentures include:
• a maturity date of September 30, 2026 (the “ Maturity Date ”) and the principal amount,
together with any accrued and unpaid interest, will be payable on the Maturity Date, unless
earlier converted in accordance with their terms;
• the Debentures bear interest (the “ Interest”) at the rate of 10.5% per annum plus the Rate
Supplement, which Interest will be payable on the Maturity Date, unless earlier converted into
Common Shares;
• subject to the receipt of disinterested shareholder approval from the holders of the Common
Shares at a duly and validly call meeting (the “Shareholder Approval”), the principal amount
of the Debenture is convertible into Common Shares at the option of the holder (or at the
option of the Company on 30 days prior notice) at a conversion price of US$0.11405 per
Common Share;
• subject to receipt of the Shareholder Approval, the accrued and unpaid Interest is convertible
into Common Shares at a conversion price equal to the volume weighted average trading
price on the Toronto Stock Exchange for the five trading days prior to the date of conversion;
and
• the Debentures are unsecured.
The Company intends to use the proceeds of the Share Offering and Debenture Offering for project
development expenses and working capital. The closing of the Share Offering and Debenture Offering is
subject to customary conditions, including the approval of the Toronto Stock Exchange.
Additional Information
Nebari and Triple Flag are at arm's length to the Company. There are no commissions or finders' fees
payable in connection with the transactions discussed in this news release. There is no assurance that
the conditions to the Third Amended ARCA or closing of the Royalty Sale, Share Offering or Debenture
Offering will be satisfied.
Greenstone and its affiliated entities currently hold 116,028,937 Common Shares (representing 41.86%
of the Company's current issued and outstanding Common Shares). Greenstone also owns and controls
1,250,000 options to acquire Common Shares and a convertible debenture with principal amount of $1.5
million that is convertible into 7,894,736 Common Shares. Upon closing of the Debenture Offering and
conversion of the Debentures held by Greenstone (assuming conversion of all interest payments on the
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maturity date, using a conversion price of US$0.11405 and a SOFR rate of 5.3307%), Greenstone would
acquire ownership and control over an additional 57,383,369 Common Shares, representing
approximately 20.7% of the Company’s current issued and outstanding Common Shares. As a result,
together with the Common Shares it currently owns and controls, Greenstone would hold a total of
173,412,306 Common Shares, which will represent, in aggregate approximately 51.83% of the issued
and outstanding Common Shares (assuming conversion of only the Debentures held by Greenstone and
assuming the conversion of all interest to maturity at US$0.11405).
Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101"), Greenstone's participation in the Debenture 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 Debenture Offering was agreed to, neither the fair market value of
the securities to be distributed in the Debenture Offering nor the consideration to be received for those
securities, insofar as the Debenture Offering involved the related party, exceeds 25% of the Company's
market capitalization. The Company will not file a material change report related to this financing more
than 21 days before the expected closing of the Debenture Offering as required by MI 61-101 since the
details of the participation by the related parties of the Company were not settled until just prior to closing
and the Company wished to close on an expedited basis for sound business reasons. 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.
In order to facilitate the completion of the Royalty Sale, Share Offering and Debenture Offering, the
Company will first acquire the 1.5% gross revenue royalty on the Johnson Camp Mine from Greenstone
in return for the Common Shares and Debenture and then transfer the royalty to Triple Flag for $5.5
million in cash. Also, a further condition of the Third Amended ARCA, the holders of the $3 million principal
amount of convertible debentures issued by the Company in February 2023 have agreed to extend the
maturity date of such convertible debentures to September 30, 2026.
Other activities in the Company remain on-track and on-budget. Refer to the October 23, 2023 press
release for additional information.
ABOUT EXCELSIOR MINING
Excelsior “The Copper Solution Company ” is a mineral exploration and production company that owns
and operates the Gunnison Copper Project in Cochise County, Arizona. The project is a low cost,
environmentally friendly in-situ recovery copper extraction project that is permitted to 125 million pounds
per year of copper cathode production. Excelsior also owns the past producing Johnson Camp Mine and
a portfolio of exploration projects, including the Peabody Sill and the Strong and Harris deposits.
Excelsior has entered into an agreement with Nuton LLC, a Rio Tinto venture, to further evaluate the use
of its Nuton™ copper heap leaching technologies at Excelsior's Johnson Camp mine in Cochise County,
Arizona. Under the agreement, Excelsior remains the operator and Nuton funds Excelsior's costs
associated with a two-stage work program at Johnson Camp. Nuton has provided a US$3 million pre-
payment to Excelsior for Stage 1 costs and a payment of US$2 million for an exclusive option to form a
joint venture with Excelsior over the Johnson Camp Mine after the completion of Stage 2. If Nuton
proceeds to Stage 2, it will make a US$5 million payment to Excelsior for the use of existing infrastructure
at the Johnson Camp mine for the Stage 2 work program. Nuton will also be responsible for funding all
of Excelsior's costs associated with Stage 2.
For more information on Excelsior, please visit our website at www.excelsiormining.com.
For further information regarding this press release, please contact:
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Excelsior Mining Corp.
Concord Place, Suite 300, 2999 North 44th Street, Phoenix, AZ, 85018.
Shawn Westcott
T: 604.365.6681
www.excelsiormining.com
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 completion of the conditions to the Third Amended ARCA; (ii) the closing of the
Royalty Sale, Share Offering and Debenture Offering; (iii) the use of proceeds of the Share Offering and Debenture
Offering; and (iv) future production and production capacity from the Company’s mineral projects.
In certain cases, forward-looking information can be identified by the use of words such as "plans", "expects" or
"does not expect", "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", "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
availability of financing to implement the Company’s operational plans, the estimation of mineral resources and
mineral reserves, the realization of resource and reserve estimates, expectations and anticipated impact of the
COVID-19 outbreak, 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 (including the
price of acid), the availability of labour, material and acid supply, receipt of and compliance with necessary
regulatory approvals and permits, 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 construction and operation 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 be sustained
at the Gunnison Copper Project, risks relating to variations in mineral resources and reserves, grade or recovery
rates, 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, risks related to current global financial conditions, risks
related to current global financial conditions and the impact of COVID-19 on the Company’s business, uncertainties
inherent in the estimation of mineral resources, access and supply risks, risks related to the ability to access acid
supply on commercially reasonable terms, 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 construction or mining process, regulatory
risks including the risk that permits may not be obtained in a timely fashion or at all, financing, capitalization and
liquidity risks, risks related to disputes concerning property titles and interests, 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.