Nicola Mining Announces Closing of Secured Convertible Debenture Offering

TSX.V: N NIM

CES CLOSING OF SEC NICOLA A MINING ANNOUNC CURED CON NVERTIBLE DEBENTU URE OF FFERING

VANCO

OUVER, BC, May 20, 202 20 – Nicola M Mining Inc. ( (the “Compa any”) is plea ased to anno ounce that, furt ther to its N News Release of May 4 4, 2020, it h has complet ted its non-b brokered pr rivate placemen nt (the “Offe ering”) of an n aggregate principal am mount of $25 50,000 of sec cured convertible debentur res (the “Deb bentures”) o of the Comp pany.

The aggr regate gross s proceeds from the sa ale of the O Offering will be used t to repay exi isting debentur res of $250,000.

The Debe entures inclu ude the follo owing key te erms:

• th he aggregate e principal amount of the Debentu ures issued pursuant to
  • the Offeri ing is

$2 250,000;

• th he Debentur res bear inter rest at a rate e of 10% per r annum, wh hich interest t shall be pay yable any, at the option an nnually, in c cash or in co ommon shar res (each, a “Share”) of f the Compa of f the Compa any;
• th he Debentur res mature th hree years a after the date e of issuance e (the “Matu urity Date”) ), and th he principal amount of the Debentu ures, togethe er with any accrued and d unpaid int terest sh hall be payable on the M Maturity Date e;
• th ures is convertible into Shares prior he principal amount of the Debentu r to the Mat turity Date, at the o D option of the holder, at a conversion price of $0.1 10 per Share e; and
• th he repaymen nt of the ou utstanding principal and d interest of f the Debent tures are sec cured ag gainst the as ssets of the C Company.

tory hold period All secur rities issued d in connect tion with th he Offering are subject t to a statut expiring four months s and one da ay after closi ing of the Of ffering.

An insider of the Co ompany acqu uired a Debe enture in the e amount of f $20,000 wh hich constitu uted a “related party transa 101 Protection of action” with hin the mean ning of Mult tilateral Inst trument 61-1 Minority y Security Ho olders in Spe ecial Transa actions (“MI 61-101”). Th he issuance of the Deben nture to the ins sider is exem mpt from the e valuation r requirement t of MI 61-10 01 by virtue of the exem mption contained d in section n 5.5(b) as th he Company y’s shares ar re not listed d on a speci ified market t and from the minority sh hareholder a approval req quirements o of MI 61-101 1 on the bas sis the exemption contained d in Section 5.7(1)(a) of MI 61-101 a as the amoun nt did not ex xceed 25% o of the Company’s market capitalization n.

The Company closed on the Offering in less than 21 days to pay outstanding convertible debentures.

On behalf of the Board of Directors

“Peter Espig”

Peter Espig CEO & Director

For additional information contact:

Peter Espig Telephone: (604) 647-0142 Email: [email protected]

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.