Telson Closes Second and Final Tranche of Non-Brokered Private Placement
Telson Mining Corporation
TSX.V: TSN OTC Pink: SOHFF
Frankfurt: TSGN.F
Shares Issued: 161,364,823
Page 1 of 3
Telson Closes Second and Final Tranche
of Non-Brokered Private Placement
Vancouver, British Columbia, May 27, 2020
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 second and final tranche of the non-brokered private placement
(the “Private Placement”) originally announced on December 27, 2019. This second tranche consisted of 1,965,990 units of
the Company at a price of $0.10 per unit for gross proceeds of $196,599. Each unit is comprised of one common share and
one half of one whole transferable share purchase warrant. Each whole share purchase warrant entitles 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 the
closing date. Total issued and outstanding shares in the Company after completion of the second tranche of the Private
Placement is 161,364,823.
In accordance with applicable securities laws and the policies of the TSX Venture Exchange (“TSXV”), the Company issued
an aggregate of 361,239 finder’s units, each finder’s unit consists of one common share and one-half of one warrant. Each
whole warrant is exercisable into one common share at a price of $0.25.
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 Report ing 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 1,412,400 shares of the Company at a price of $0.10 per Share and Warrants to acquire an additional
706,200 shares at a price of $0.25 per Warrant under the Private Placement.
Prior to the Private Placement, Estratégica beneficia lly owned 35,403,250 Common Shares . Accordingly, Estrategica
beneficially owns an aggregate of 36,815,650 Common Shares of the Company, representing approximately 22.82% of the
161,364,823 issued and outstanding Shares of the Company on an undiluted basis and approximately 25.27% (42,107,607
Common Shares) of the Company, on a partially diluted basis, assuming exercise of the Warrants held by Estrategica.
As previously reported in the Early Warn ing Report filed by Estratégica dated Fe bruary 10, 2020, Roberto Guzman Garcia
(“Guzman”) a director of Telson, is the controlling mind of Es tratégica, 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 42,430,644 Common Shares and 5,745,197 warrants of Telson.
On a non-diluted basis, the Joint Actors own or control approximately 26.29% of the 161,364,823 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 28.83% of the Shares of Telson. Estratégica acquired the securities for 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.
Telson Mining Corporation
TSX.V: TSN OTC Pink: SOHFF
Frankfurt: TSGN.F
Shares Issued: 161,364,823
Page 2 of 3
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 where construction has been advanced
to approximately 70% completion and waitin g 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 six to eight months after
securing final funding.
Campo Morado is a polymetallic base meta l mine that produces zinc, lead, copper, silver and gold. Four months after
purchasing Campo Morado, Telson brought the mine back in to operation initiating preproduction in October 2017 and
declared commercial production in May 2018, operating the mine continuously for 22 months until August 2019 when the
project was put on care and maintenance. Telson brought the mine out of care and maintenance, reinitiating mining and
milling operations late January 2020, operating through Februa ry and March however, temporarily suspended operations
at the beginning of April as mandated by the Mexican Governme nt Ministry of Health which proclaimed a national health
emergency suspending all "non-essential" public and private sector business, including mining as a result of the COVID-19
pandemic. The Company is planning on re-starting operations in early June after the Mexican government recognized mining
as essential to the economy and are allowing companies to initiate mining activities.
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 cautione d that Telson’s production decision has been
made without a comprehensive feasibility study of established reserv es such that there is greater risk and uncertainty as to fu ture
economic results from the Campo Morado mine and a higher techni cal risk of failure than would be the case if a feasibility stud y was
completed and relied upon to make a produ ction decision. Telson has completed a pre liminary 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).
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 Canadi an securities laws. Forward Looking Inform ation
includes, but is not limited to, disclosure regarding the planned recommencement of mining operations at Campo Morado; and othe r
possible events, conditions or financial performance that are base d on assumptions about future economic conditions and courses of
action; the timing and costs of future acti vities on the Company’s properties, such as production rates and increases; success of
exploration, development and bulk sample pr ocessing activities, and timing for proce ssing at its own mineral processing facilit y on the
Tahuehueto project site. In certain cases, Forward-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 preparin g 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 objectives concerning the Campo Morado Mine and the Tahuehueto
Project can be achieved; that recommencement of operations at Ca mpo Morado will proceed as planne d; the continuity of the price of
gold and other metals, economic and political conditions and op erations. Forward-Looking Inform ation involves known and unknown
risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially
Telson Mining Corporation
TSX.V: TSN OTC Pink: SOHFF
Frankfurt: TSGN.F
Shares Issued: 161,364,823
Page 3 of 3
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. Acco rdingly, readers should not place undue re liance on Forward-Looking Information. Except as
required by law, the Company does not assume any obligation to release publicly any revisions to Forward-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