Nicola Mining Announces Proposed Amendments to Secured Convertible Debentures
TSX.V: N NIM NEWS RE ELEASE
NI ICOLA MIN NING ANN NOUNCES P PROPOSED AMENDM MENTS TO S SECURED CONVERTI C IBLE DEBEN NTURES
VANCOU UVER, B.C., August 29, 2 2017 – Nicola a Mining Inc.
. (the “Comp pany” or “Ni icola”) annou unces that it intends to a amend (the “Amendme ent”) the se ecured conv vertible deb bentures (eac ch, a “Debentu ure”) in the e aggregate principal am mount of $7, 7,000,882 issu ued to certa ain subscribe ers as previousl ly announced d in its New ws Releases o of November r 24, 2014, A August 25, 20 014 and August 8, 2014. In c connection w with the issu uance of the Debentures, , the Compa any also issued 7,000,882 2 nontransferab ble common n share purch hase warrant ts (each, a “W Warrant”), w with each Warrant exerci isable into one common sh hare of the C Company (e each, a “Sha are”) at an e exercise pric ce of $0.275 until Novembe er 21, 2015 an nd at $0.50 pe er Share unti il November 21, 2018.
The Deb bentures ma ature on N November 21 1, 2017 (the e “Maturity y Date”) an nd bear in nterest (the “Inte erest”) at a ra ate of 10% per annum, w which Interes st is payable as to 50% in n cash and 50 0% by the issuan nce of Shares at a price p per Share eq qual to the m market price o of the at the e time of issu uance. (the “Conv The Debe entures are also convert tible into Sh hares a conv e”) of $0.275 pe er Share at an ny time, and f from time to time, until th he Maturity Date.
The follow wing amendments will be made to th he Debenture es:
- th he Conversio on Price will b be reduced to
- $0.22 from $0.275;
- th he Maturity D Date will be e extended fro om Novembe er 21, 2017 to November 2 21, 2019; and
- al ll of the 7,000 0,882 Warran nts (represen nting 3.0% on n a fully dilu uted basis) th hat were issu ued in co onnection wi ith the Deben ntures will be e cancelled.
All other terms of the e Debentures shall remain n the same. T The Amendm ment is subje ect to the app proval of the TSX X Venture Ex xchange (the “Exchange”).
One of th he subscriber rs, Peter Espi ig, the Comp pany’s Presid dent, Chief E Executive Off ficer and dir rector, is considered a “relat ted party” w within the m meaning of M Multilateral In nstrument 61 1-101 Protect tion of Minority Security Hol lders in Speci ial Transactio ons (“MI 61 1-101”) and the Amendm ment is ther refore considere ed to be a “related party transaction”
” within the meaning of MI 61-101. The Amendm ment, however, , is exempt f from the val luation requi irement and d from the m minority shar reholder app proval requirem ments of MI 61 1-101 by virtu ue of the exe emptions con ntained in sec ctions 5.5(b) as no securit ties of the Comp pany are listed on a spec cified market t and 5.7(1)(a
a) of MI 61-1 101 in that n neither the th he fair market v value of the e amendmen nt or consid deration for r the amend dment excee eded 25% o of the Company y’s market capitalization
n. This New ws Release is s being filed less than 21 1 days befor re the Amendm ment being ap pproved beca ause the Com mpany wishe es to complet te the Amend dment in a ti imely manner.
On behalf of the Board d of Director rs
“Peter Esp pig”
Peter Esp pig CEO & D Director
For additional information Contact: (604) 647-0142 or [email protected]
Disclaimer for Forward-Looking Information
This news release contains forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include 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 the terms of the Debenture. There are numerous risks and uncertainties that could cause actual results and Nicola’s plans and objectives to differ 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 materially 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.
Neither the 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.