Nicola Mining Announces Proposed Amendments to Subordinated Secured Convertible Debentures
TSXV: NIM
NICOLA MINING ANNOUNCES PROPOSED AMENDMENTS TO SUBORDINATED
SECURED CONVERTIBLE DEBENTURES
VANCOUVER, BC, November 29, 2022 – Nicola Mining Inc. ( TSX.V: NIM ) (FSE: HLI )
(OTCQG: HUSIF) , (the “ Company” or “ Nicola”) is pleased to announ ce that it intends to
amend (the “ Amendment”) the secured convertible debentures (each, a “ Debenture”) in the
aggregate principal amount of $7,000,882 issued on November 21, 2019 to certain subscribers
(the “ Holders”), pursuant to a private placement acce pted by the TSX Venture Exchange (the
“Exchange”) on January 13, 2020. On February 2, 20 21, one Holder converted his Debenture in
the amount of $45,000 and on November 5, 2021, one Holder converted a portion of his
Debenture in the amount of $13,000, leaving an aggregate principal amount of $6,942,882.
On July 21, 2022, the Company completed a partial repayment prepaid $1,329,176 of the
principal and $81,936 in accrued interest of the $6,942,882 outstanding principal. The remaining
principal of the debenture is now $5,613,706.
The Debentures mature on November 21, 2022 (the “ Maturity Date ”) and bear interest (the
“Interest”) at a rate of 10% per annum, which Interest is payable, at the option of the Company
in cash or by the issuance of common shares of the Company (each, a “ Share”) at a price per
Share equal to the market price of the Shares at the time of issuance. The Debentures are also
convertible into Shares at a conversion price (the “ Conversion Price”) of $0.10 per Share at any
time, and from time to time, until the Maturity Date.
The Company wishes to amend the Conversion Price from $0.10 to $0.085, to extend the
Maturity Date from November 21, 2022 to Novemb er 21, 2025 and to amend the terms of the
Debenture to permit the Company to prepay all or any portion of the outstanding principal of
the Debenture, and accrued and unpaid interest th ereon, at its sole discretion without penalty
or bonus. The Company intends to conduct part ial repayments of the Debentures prior to the
amended Maturity Date.
All other terms of the Debentures will remain th e same. The Amendment is subject to Exchange
approval.
An insider of the Company is the beneficial ow ner of Debentures in the aggregate amount of
$4,687,500, which constituted a related party transaction under Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions (“MI 61-101 ”). The issuance to the
insider is exempt from the valuation requiremen t of MI 61-101 by the virtue of the exemption
contained in section 5.5(b) as the Company’s sh ares are not listed on a specified market and
from the minority shareholder approval requireme nts of MI 61-101 by virtue of the exemption
contained in Section 5.7(1)(a) as the value of the Units did not exceed 25% of the Company’s
market capitalization.
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About Nicola Mining
Nicola Mining Inc. is a junior mining company listed on the Exchange and Frankfurt Exchanges
that maintains a 100% owned mill and tailings facility, located near Merritt, British Columbia. It
has signed Mining and Milling Profit Share Agreem ents with high grade gold projects. Nicola’s
fully-permitted mill can process both gold an d silver mill feed via gravity and flotation
processes.
The Company owns 100% of the New Craigmont Project, a high-grade copper property, which
covers an area of 10,913 hectares along the southern end of the Guichon Batholith and is
adjacent to Teck Resources Ltd.’s Highland Valley Copper, Canada’s largest copper mine. The
Company also owns 100% of the Treasure Mounta in Property, consisting of 30 mineral tenures
covering 513 hectares (ha) and a mining lease covering 335 ha.
On behalf of the Board of Directors
“Peter Espig”
Peter Espig
CEO & Director
For additional information
Contact: Peter Espig
Phone: (778) 385-1213
Email: [email protected]
Neither the TSX Venture Exchange nor it s 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.
Disclaimer for Forward-Looking Information
This news release contains forward-l ooking information that involve variou s risks and uncertainties regarding
future events. Such forward-looking information can incl ude without limitation statements based on current
expectations involving a number of risks and uncertainties and are not guarantees of future performance of Nicola,
such as statements that Nicola intends to amend th e terms of the Debenture. There are numerous risks and
uncertainties that could cause actual results and Nicola’s plans and objectives to d iffer materially from those
expressed in the forward-looking information, including: (i) adverse market conditions; or (ii) the Exchange not
approving the Amendment. Actual results and future events could differ materia lly from those anticipated in such
information. These and all subsequent written and oral forward-looking information are based on estimates and
opinions of management on the dates they are made and are expressly qualified in their entirety by this notice.
Except as required by law, Nicola does not intend to update these forward-looking statements.