PHOENIX, Arizona–(Newsfile Corp. – January 30, 2023)- Excelsior Mining Corp. (TSX: MIN) (FSE: 3XS) (OTCQB: EXMGF) (“Excelsior” or “Company”) owns the Company and its wholly owned subsidiary, Excelsior Mining Arizona, Inc. (“Excelsior Arizona“) stands for Nebari Natural Resources Credit Fund I LP (“persistence“) Extending the maturity date of the existing USD 15 million credit facility to March 31, 2025. “Bond offering“) Greenstone Resources LP (“green stone“) and TF R&S Canada Ltd. (“triple flag canada“) A wholly owned subsidiary of Triple Flag Precious Metals Corp. and an affiliate of Triple Flag International Ltd. (“Triple Flag International“) holds the gunnison copper project stream.
Credit contract extension
The Company, Excelsior Arizona and Nebari have entered into a Second Amendment to the Amended and Restated Credit Agreement (“Second Amendment ARCAThe Second Amendment ARCA provides for an extension of the maturity date of the existing $15 million credit facility through March 31, 2025 (“expansion”).
The extension is subject to certain conditions, including completion of the bond offering by February 17, 2023 and execution of certain agreements with Triple Flag International.
In consideration for the Second Amendment ARCA, subject to approval by the Toronto Stock Exchange, we are required to issue shares of our common stock (“common stock“) an amount equivalent to US$450,000.00, converted into Canadian dollars at an exchange rate equal to the average market rate published by the Bank of Canada during the five days prior to the issuance, at (i) the conversion price of the offering; 5 trading day volume-weighted adjusted price of common stock Additionally, effective January 31, 2024, the Company will commence amortization of principal of US$5 million: US$333,333.33 in monthly installments of the facility.
bond offer
Pursuant to the debenture offering, Triple Flag Canada and Greenstone will issue convertible debentures (“corporate bond”. The terms of the bonds are as follows.
- A maturity date of three years from the closing date (“maturity date“) and principal must be paid on the maturity date along with any unpaid interest.
- Bonds bear interest (“interest“) at an annual rate of 10%, with interest payable on 1 April 2025 and on maturity.
- The principal amount of the debentures is convertible, at the holder’s option, into common stock at a conversion price of $0.19 per common share.
- Accrued and unpaid interest is convertible into common stock at a conversion price equal to the volume-weighted average trading price on the Toronto Stock Exchange on the five trading days preceding the conversion date.When
- The bonds are unsecured.
The Company intends to use the proceeds of the bond offering for project development costs and working capital. Closing of the debenture offering is subject to customary conditions, including approval by the Toronto Stock Exchange.
Additional Information
Nebari and Triple Flag keep their distance from us. There are no commissions or finder’s fees paid in connection with the transactions described in this news release. There can be no assurance that the closing conditions of the Second Amendment ARCA or the Debt Offering will be met.
Greenstone and its affiliates currently own 116,028,937 shares of common stock (representing 42.22% of the Company’s current outstanding common stock). Greenstone also owns and controls his 1,250,000 options to acquire common stock. Upon completion of the bond offering and conversion of the bonds held by Greenstone (assuming conversion price of US$0.19 and conversion of all interest payments on maturity), Greenstone will own an additional 10,263,158 shares of common stock. Get rights and control. 3.7% of our current outstanding common stock. As a result, together with the shares of common stock currently owned and managed, Greenstone will hold a total of 126,292,095 shares of common stock, representing approximately the total number of outstanding common shares outstanding. Equivalent to 44.3% (assuming we use Greenstone and convert all interest to maturity at USD 0.19).
Pursuant to Multilateral Agreement 61-101 – Protection of minority shareholders in special transactions (“MI 61-101”), Greenstone is a related party of the Company and, therefore, Greenstone’s participation in the offering constitutes a “related party transaction.” We rely on the exemptions from the formal evaluation and minority shareholder approval requirements of MI 61-101 pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101. At the time Greenstone’s participation in the Debt Offering is agreed, and to the extent that the Debt Offering involves related parties, neither the fair market value of the securities distributed in the Debt Offering, nor the consideration received for those securities, not exceed 25%. Company market capitalization. The company requested MI 61-101 to report material changes related to this financing, as the details of participation by the company’s related parties were not finalized until final determination, as required by MI 61-101. not filed more than 21 days prior to the scheduled end of the bond offering. It was before closing and we wanted to close quickly for sound business reasons. The shares of common stock acquired by Greenstone are acquired pursuant to an exemption from the prospectus requirements of Section 2.3 of National Instrument 45-106.
About Excelsior Mining
Excelsior”Copper Solution Companyis a mineral exploration and production company that owns and operates the Gunnison Copper Project in Cochise County, Arizona. The project is a low-cost, environmentally friendly, on-site recovery copper extraction project that produces 125 million pounds of copper annually. Cathode permits Excelsior also owns a portfolio of exploration projects, including the previously producing Johnson Camp Mine and the Peabody Sill, Strong and Harris deposits.
For more information on Excelsior, please visit www.excelsior.com. www.excelsiormining.com.
For more information about this press release, please contact:
Excelsior Mining Corporation
Concord Place, Suite 300, 2999 North 44th Street, Phoenix, Arizona, 85018.
Sean Westcott
Phone: 604.365.6681
E: info@excelsiormining.com
www.excelsiormining.com
Cautionary Note Regarding Forward-Looking Statements
This news release contains “forward-looking information” regarding 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 regarding the following: (ii) Closing of the Debenture Offering. (iii) Use of Proceeds from Offering of Debentures; (iv) future production and capacity from our mineral projects;
In some cases, forward-looking information is “planned”, “expected” or “not expected”, “budgeted”, “scheduled”, “estimated”, “forecast”, “intended” It can be identified using words such as ‘, ‘expect’, ‘unexpect’ or ‘believe’ or any variation of such words or phrases or any particular action, event or outcome that ‘could’ or ‘could’ , “may”, “may”, “will occur” implying future results or other expectations, beliefs, plans, objectives, assumptions, intentions or statements regarding future events or performance Or “achieved”. Forward-looking information contained in this news release includes, among other things, the availability of financing for the implementation of our business plans, estimates of mineral resources and mineral reserves, and the realization of resources and reserve estimates. based on the factors and assumptions of Expectations and expected impact of the COVID-19 outbreak, prices of copper and other metals, timing and amounts of future development spending, estimates of initial and ongoing capital requirements, estimates of labor and operating costs (acid prices availability of labor, materials and acid supplies, receipt and compliance with required regulatory approvals and permits, estimates of insurance coverage, and assumptions regarding currency fluctuations, environmental risks, title disputes or claims; and other similar issues. We believe these assumptions are reasonable based on currently available information, but they may prove to be incorrect.
Forward-looking information involves known and unknown risks, uncertainties and the Company’s actual results, performance or achievements that may be expressed or implied by the forward-looking information. and other factors that can vary significantly. Such factors include the risks associated with changes in project parameters as plans continue to be redefined, including the potential for mining operations at the Gunnison Copper Project not to be maintained, which are inherent in the construction and operation of mineral deposits. Risks, including risks associated with mineral fluctuations. risks related to resources and reserves, grade or recovery, ability to access infrastructure; risks related to changes in copper and other commodity prices; and risks related to global supply and demand for copper and related products. , the risks associated with increasing competition in the market for copper and related products, the risks associated with the current global financial conditions, and the impact of COVID-19 on our business. , the uncertainty inherent in estimating mineral resources, access and supply risks, the ability to access acid supplies on commercially reasonable terms, reliance on keys, which include accidents, labor disputes, capital costs and operational costs. Includes increased costs and the risk of delays or increased costs that may occur during the construction or mining process. risks that may not be obtained in a timely manner or at all; funding, capitalization and liquidity risks; risks related to property and interest disputes; environmental risks; Additional Risks Identified in Applicable Canadian Securities Regulatory Submissions.
Although we have attempted to identify important factors that could cause our actual actions, events or results to differ materially from those set forth in the forward-looking information, we do not anticipate any future actions, events or results. , estimates, or other factors that may cause it to differ from expectations. was intended. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking information is current as of the date of this news release. We undertake no obligation to publicly update or revise any forward-looking information, except as required by applicable securities laws.
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