VANCOUVER, British Columbia, Dec. 19, 2017 (GLOBE NEWSWIRE) -- Excelsior Mining Corp. (TSX:MIN) (FSE:3XS) (OTCQX:EXMGF) ("Excelsior" or the “Company”) is pleased to announce that following oversubscriptions, its non-brokered private placement announced on December 11, 2017 has been upsized, to raise a total of C$38,635,200 million (approximately US$30 million) through the issuance of 38,635,200 million common shares of Excelsior (the “Common Shares”) at a price of C$1.00 per Common Share (the “Offering”).
The net proceeds of the Offering will be used for the development, construction and maintenance of the Company’s Gunnison Copper Project, including the acquisition of long lead items, and for working capital requirements.
The Offering is non-brokered; however, Clarksons Platou Securities AS and Tamesis Partners LLP have been engaged by Excelsior to act as finders in connection with the Offering and will be entitled to finder’s fees. The Offering is subject to a number of conditions, including, without limitation, the execution of definitive documentation, receipt of all regulatory approvals, including the final approval of the Toronto Stock Exchange. Subject to these conditions precedent, the first tranche of the Offering is expected to close on or around December 21, 2017.
The Company also confirms that an affiliate of Greenstone Resources L.P. (“Greenstone”) intends to acquire 16,467,200 Common Shares in the Offering for total gross proceeds of Cdn$16,467,200. Greenstone will close its portion of the Offering in a second tranche in accordance with the terms of its pre-emptive right. Greenstone currently holds 84,410,897 Common Shares (representing 50.36% of the Company’s current issued and outstanding Common Shares). After the closing of the first and second tranche of the Offering, Greenstone will hold a total of 100,878,097 Common Shares, which will represent approximately 48.91% of Excelsior’s issued and outstanding Common Shares (post-closing of the Offering).
Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), Greenstone’s participation in the Offering constitutes a "related 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 requirements 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 received 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 pursuant to an exemption from the prospectus requirement in section 2.3 of National Instrument 45-106.
The securities being offered hereby have not been, nor will they be, registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
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 described herein for investment purposes. Depending on market conditions and other factors, Greenstone may from time to time acquire and/or dispose of securities of Excelsior or continue to hold its current position.
A copy of the early warning report required to be filed with the applicable securities commission in connection with the transaction will be available on SEDAR at www.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 Mining “The Copper Solution Company” is a mineral exploration and development company that is advancing the Gunnison Copper Project in Cochise County, Arizona.
