Excelsior Mining: Greenstone Resources Confirms US$9.4 Million Equity Placement
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NEWS RELEASE
Excelsior Mining: Greenstone Resources Confirms US$9.4 Million Equity Placement
November 21, 2018
Excelsior Mining Corp. (TSX: MIN) (FSE: 3XS) (OTCQX: EXMGF) ("E xcelsior" or the “Company”)
is pleased to announce that in conjunction with the previously announced project financing package (the
“Triple Flag Financing”) (See Excelsior news release dated October 31, 2018 - Excelsior Mining
Secures US$75 Million Project Financing Package), Excelsior and affiliates of Greenstone Resources
L.P. (“ Greenstone”) have entered into a subscription agreement with respect to t he exercise of
Greenstone’s pro-rata right over the issuance of common shares of the Company (“Common Shares”).
Excelsior will issue to Greenstone an aggregate of 13,050,840 Excelsior common shares at an aggregate
subscription price of US$9.443 million, or equal to approximate ly C$0.95 per share at current exchange
rates (the “Greenstone Financing”).
Greenstone currently holds 100,878,097 Common Shares (represent ing 48.56% of the Company’s
current issued and outstanding Common Shares). Upon closing of the Greenstone Financing and the
Triple Flag Financing, Greenstone will hold a total of 113,928,937 Common Shares, which will represent
approximately 48.56% of Excelsior’s issued and outstanding Comm on Shares (post-closing of the
Greenstone Financing and Triple Flag Financing). The closing of the Greenstone Financing is subject to
various conditions, including the approval of the Toronto Stock Exchange and the closing of the Triple
Flag Financing.
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.
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.
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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 “The Copper Solution Company ” is a mineral exploration and development company that is
advancing the Gunnison Copper Project in Cochise County, Arizon a. The project is a fully-permitted,
advanced staged, low cost, environmentally friendly in-situ rec overy copper extraction project. The
Feasibility Study projected an after-tax NPV of US$ 807 million and an IRR of 40% using a US$ 2.75 per
pound copper price and a 7.5% discount rate.
Excelsior’s technical work on the Gunnison Copper Project is supervised by Stephen Twyerould, Fellow
of AUSIMM, President & CEO of Excelsior and a Qualified Person as defined by National Instrument 43-
101. Mr. Twyerould has reviewed and approved the technical information contained in this news release.
Additional information about the Gunnison Copper Project can be found in the technical report filed on
SEDAR at www.sedar.com entitled: “Gunnison Copper Project, NI 4 3-101 Technical Report, Feasibility
Study” dated effective December 17, 2016.
For more information on Excelsior, please visit our website at www.excelsiormining.com.
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: 604 723 1433
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 closing the Greenstone Financing and Triple Flag Financing, (ii) the results of the
Feasibility Study, including operating and capital cost estimates and the economic benefits from the Gunnison
Copper Project; (iii) the timeline for commencement of construction and commercial production from the Gunnison
Copper Project; and (iv) the ability to mine the Gunnison Copper Project using in-situ recovery mining techniques.
In certain cases, forward-looking information can be identif ied 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
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"may", "could", "would", "might" or "w ill 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 real ization 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 Copper Project in the short
and long-term, the progress of development activities, the receipt of necessary regulatory approvals, 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 de posits, 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 Copper Project, risks relating to variations in mineral resources and reserves, grade or recovery rates
resulting from current exploration and development activiti es, risks relating to the abilit y 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 competit ion 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, acce ss and supply risks, reliance on key pers onnel, operational risks inherent in
the conduct of mining activities, including the risk of acci dents, labour disputes, increases in capital and operating
costs and the risk of delays or increased costs t hat might be encountered during the development process,
regulatory risks, financing, capitalization and liquidity risks, including the risk that the financing necessary to fund
the exploration and development activities at the Gunnis on Copper 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-lo oking information, there may be other factors that cause
actions, events or results not to be as anticipated, esti mated or intended. Accordingl y, 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.