Excelsior Mining Corp. Announces Oversubscription of Private Placement
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NEWS RELEASE
Excelsior Mining Corp. Announces Oversubscription of Private Placement
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$38,63 5,200 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 developme nt, 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, includ ing, 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 firs t tranche of the Offering is expected to
close on or around December 21, 2017.
The Company also confirms that an affiliate of Greenstone Resou rces L.P. (“ Greenstone”) intends to
acquire 16,467,200 Common Shares in the Offering for total gros s proceeds of Cdn$16,467,200.
Greenstone will close its portion of the Offering in a second t ranche 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 Comm on Shares (post-closing of the
Offering).
Pursuant to Multilateral Instrument 61-101 - Protection of Mino rity Security Holders in Special
Transactions (" MI 61-101 "), Greenstone’s participation in the Offering constitutes a "r elated 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 req uirements 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 rece ived 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 pur suant 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 the y be, registered under the United States
Securities Act of 1933, as amended and may not be offered or so ld in the United States or to, or for the
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account or benefit of, U.S. persons absent registration or an a pplicable 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.
About Greenstone
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 describe d herein for investment purposes.
Depending on market conditions and other factors, Greenstone ma y 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 th e applicable securities commission in
connection with the transaction will be available on SEDAR at w ww.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
East Wing
Trafalgar Court, Les Banques
St. Peter Port, Guernsey
GY1 3PP
Channel Islands
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
"Stephen Twyerould"
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
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) information pertaining to the terms
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of the Offering, (ii) the satisfaction of the conditions to t he 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 variation s of such words and
phrases or state that certain actions, events or results "may ", "could", "would", "m ight" or "will be taken", "occur" or "be ac hieved" suggesting
future outcomes, or other expectations, be liefs, plans, objectives, assumptions, intent ions or statements about future events o r performance.
Forward-looking information contained in th is news release is based on certain factor s and assumptions regarding, among other t hings, 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 permitt ing 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 imp lied by the
forward-looking information. Such factors include risks inherent in the exploration an d development of mineral deposits, including risks relating
to changes in project parameters as plans continue to be redefi ned including the possibility that mining operations may not com mence at the
Gunnison Project, risks relating to variations in mineral resources and reserves, grade or recovery rates resulting from curren t exploration and
development activities, risks relating to the ability to access infrastructure, risks relating to changes in copper and other c ommodity 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 curr ent global financial conditions, uncertainties inherent in the estimation of
mineral resources, access and supply risks, reliance on key per sonnel, operational risks inherent in the conduct of mining acti vities, 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 acqui sition of the necessary licenses and per mits, 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 t hat could cause actual actions, events or results to differ m aterially 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 informati on is made as
of the date of this news release. Except as required by applicable securi ties laws, the Company does not undertake any obligati on to publicly
update or revise any forward-looking information.