Telson Closes First Tranche of Non-Brokered Private Placement
Telson Mining Corporation
TSX.V: TSN OTC Pink: SOHFF
Frankfurt: TSGN.F
Shares Issued: 159,037,594
Page 1 of 3
Telson Closes First Tranche of Non-Brokered Private Placement
Vancouver, British Columbia, February 14, 2019
Telson Mining Corporation (“Telson” or the “Company” (TSX Venture Exchange-TSN, OTC Pink-SOHFF, Frankfurt-TSGN
(formerly SQ82)) is pleased to announce that it has closed a first tranche of the non ‐brokered private placement (the
“Private Placement”) originally announced on December 27, 2019. This first tra nche consisted of 19,458,442 units of
the Company at a price of $0.10 per unit for gross proceeds of $1,945,844. Each unit is comprised of one common
share and one half of one whole transferable share purchase warrant. Each whole share purchase warrant en titles
the holder thereof to purchase one additional common share of the Company at $0.25 within twenty‐four (24) months
from closing. All securities issued under the Private Placement are subject to a hold period expiring four months and
one day after th e closing date. Total issued and outstanding shares in the Company after completion of the first
tranche of the Private Placement is 159,037,594.
This press release is also being disseminated as required by National Instrument 62 ‐103 The Early Warning System
and Related Take Over Bids and Insider Reporting Issues in connection with the filing of an early warning report (the
“Early Warning Report”) regarding the acquisition of securities of the Company by Estratégica Corporativa en Finanzas,
S.A.P.I. de C.V. (“Estrategica”) of Mexico.
Estratégica acquired 5,853,796 shares of the Company at a price of $0.10 per Share and Warrants to acquire an
additional 2,926,898 shares at a price of $0.25 per Warrant under the Private Placement.
Prior to the Private Placement, Estratégica beneficially owned 29,549,454 Common Shares. Accordingly, Estrategica
beneficially owns an aggregate of 35,403,250 Common Shares of the Company, representing approximately 2 2.26%
of the 159,037,594 issued and outstanding Shares of the Company on an undiluted basis and approximately 2 3.66%
(38,330,148 Common Shares) of the Company, on a partially diluted basis, assuming exercise of the Warrants held by
Estrategica.
As previously reported in the Early Warning Report filed by Estratégica dated October 11, 2018, Roberto Guzman
Garcia (“Guzman”) a director of Telson, is the controlling mind of Estratégica, and Estratégica has previously acted
jointly with Promotora de Sistemas de Information, S.A.P.I. de C.V. (“Promotora”) and Macro Holdings & Investments,
LLC (“Macro”). Guzman, Promotora and Macro did not participate in the Private Placement. Together, Estratégica,
Guzman, Promotora and Macro (the “Joint Actors”) own and control 56,738,244 Common Shares and 5,083,997
warrants of Telson.
On a non -diluted basis, the Joint Actors own or control approximately 3 7.61% of the 159,307,594 issued and
outstanding Shares of Telson and, on a partially-diluted basis (assuming exercise of warrants held by the Joint Actors)
the Joint Actors own or control approximately 3 7.60% of the Shares of Telson. Estratégica acquired the securities for
Telson Mining Corporation
TSX.V: TSN OTC Pink: SOHFF
Frankfurt: TSGN.F
Shares Issued: 159,037,594
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investment purposes and may increase or decrease its beneficial ownership or control depending on market or other
conditions.
A copy of the Early Warning Report for Estratégica can be found under the Company’s profile at www.SEDAR.com .
About Telson Mining Corporation
Telson Mining Corporation is a Canadian based mining company with two 100% owned Mexican gold, silver and base
metal mining projects.
Telson's Tahuehueto mining project, located in north-western Durango State, Mexico is currently under construction
having advanced to approximately 70% completion and waiting for final funding to finish construction of the
processing plant and related assets to produce gold, silver, lead and zinc in concentrates within its own on-site mineral
processing facility, with a designed capacity of at least 1,000 tonnes per day. The Company is targeting completion of
construction during 2020, six to eight months after securing final funding.
Campo Morado is a polymetallic base metal mine with mining and milling equipment capable of producing up to
2,500 tonnes per day. Four months after purchasing Campo Morado, Telson brought the mine back into operation
initiating preproduction in October 2017 and declared commercial production in May 2018, operating the mine
continuously for 22 mo nths until August 2019 when the project was put on care and maintenance as a result of
declining zinc prices and community issues. With improving current conditions Telson just brought the mine out of
care and maintenance and reinitiated mining and milling operations during January 2020.
Qualified Persons
This press release was prepared under the supervision and review of Ralph Shearing, P.Geol., President and
Director of Telson Mining Corporation, a Professional Geologist registered in Alberta as a member of the
professional association APEGA, and a Qualified Person as defined by NI 43 -101.
Visit: www.telsonmining.com
On Behalf of the Board of Directors
(signed) “Ralph Shearing”
Ralph Shearing, President and Director
Cautionary Note Regarding Production Decisions and Forward-Looking Statements
It should be noted that Telson declared commercial production at Campo Morado prior to completing a feasibility study of mineral reserves
demonstrating economic and technical viability. Accordingly, readers should be cautioned that Telson’s production deci sion has been
made without a comprehensive feasibility study of established reserves such that there is greater risk and uncertainty as to future economic
results from the Campo Morado mine and a higher technical risk of failure than would be the case if a feasibility study was completed
and relied upon to make a production decision. Telson has completed a preliminary economic assessment (“PEA”) mining study on the
Campo Morado mine that provides a conceptual life of mine plan and a preliminary economic analysis based on the previously identified
mineral resources (see News Release dated November 8, 2017 and April 4,2018).
Telson Mining Corporation
TSX.V: TSN OTC Pink: SOHFF
Frankfurt: TSGN.F
Shares Issued: 159,037,594
Page 3 of 3
Statements contained in this news release that are not historical facts are “forward-looking information” or “forward-looking statements”
(collectively, “Forward-Looking Information”) within the meaning of applicable Canadian securities laws. Forward Looking Information
includes, but is not limited to, disclosure regarding the planned recommencement of mining operations at Campo Morado; the ability to
recommence outstanding payments to Nyrstar; and other possible events, conditions or financial performance that are based on
assumptions about future economic conditions and courses of action; the timing and costs of future activities on the Company’s properties,
such as production rates and increases; success of exploration, development and bulk sample processing activities, and timing for
processing at its own mineral processing facility on the Tahuehueto project site. In certain cases, Forw ard-Looking Information can be
identified by the use of words and phrases such as “plans”, “expects”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or
variations of such words and phrases. In preparing the Forward-Looking Information in this news release, the Company has applied several
material assumptions, including, but not limited to, that the current exploration, development, environmental and other objec tives
concerning the Campo Morado Mine and the Tahuehueto Project can be achieved; that recommencement of operations at Campo Morado
will proceed as planned; that discussions with Nyrstar and the abeyance of any potential default proceedings will be completed in a timely
manner and on reasonable terms, the continuity of the price of gold and other metals, economic and political conditions and operations.
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. There can be no assurance that Forward- Looking Information will prove to be accurate,
as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place
undue reliance on Forward- Looking Information. Except as required by law, the Company does not assume any obligation to release
publicly any revisions to Forwar d-Looking Information contained in this news release to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
Neither 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.
For further information about Telson Mining Corporation, please contact:
Glen Sandwell
Corporate Communications Manager
Tel: +1 (604) 684-8071