Interest i n Debenture The Deb t statutory

TSX.V: N NIM

NICOLA M MINING ANN NOUNCES D DEBT SETTLE EMENT

VANCOU

UVER, B.C., N November 1, 2019 – Nicol la Mining Inc

c. (the “Comp pany”) today y announces t that it intends to

• pay all of th he interest ow wing on the se ecured conve ertible debentu ures (the “De ebentures”) i issued

on Novem mber 21, 201 14 by the issuance of com mmon shares s (each, a “S Share”) of th he Company. The Debenture es mature on n November 21, 2019 and d bear interes st (“Interest”

”) at a rate of f 10% per an nnum, which Int terest is payab ble under the e terms of the e Debentures s annually as to 50% in cas sh and 50% b by the issuance o of Shares at a price per Sha are of $0.095.

Despite th he terms of t the Debentur res, the Company intends s on paying all of the Int terest in Shares to holders of f the Debentu ures to settle the outstandi ing interest p payment oblig gation for the e fourth year of the term of th he Debentures s.

According gly, the Comp pany intends to issue 7,321 1,981 Shares a at a price of $ $0.095 per Sha are in settlem ment of Interest ow wing of $695, ,588.20 (the “D

Debt Settlem

ment”).

An inside er of the Com mpany will be e issued 6,578 8,947 Shares p pursuant to t the Debt Settl lement, which h will constitute e a “related pa arty transacti ion” within th he meaning o of Multilateral l Instrument 61-101 Protec ction of Minority S Security Holders in Special Transactions (“MI 61-101 1”). The inten nded issuance to the insid der is ement of MI 61-101 by vi exempt fr rom the valu uation require irtue of the e exemption co ontained in se ection 5.5(b) as t the Company y’s shares are e not listed on n a specified market and from the min nority shareh holder approval requirements s of MI 61-101 1 by virtue of f the exemptio on contained in section 5.7 7(a) of MI 61-1 101 in that the f fair market value of the consideration of the Share es to be issue ed to the rela ated party wi ill not exceed 25 5% of the Co ompany’s mar rket capitaliz zation. The C Company wi ill close on th he payment o of the Interest in n Shares in less than 21 d days as the p payment of In nterest is due pursuant to

• the terms o of the

Debenture es.

The Debt t Settlement i is subject to TSX Venture e Exchange a approval. T The Shares w will be subject t to a statutory hold period e expiring on t the date that is four month hs and one d day after the c closing of the e Debt Settlemen nt.

On behalf f of the Board d of Directors

“Peter Espig”

Peter Esp pig CEO & D 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.

Disclaimer for Forward-Looking Information

Certain statements in this press release related to the Debt Settlement and the securities issuable thereunder are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the settlement of the Interest, resale restrictions relating to the securities to be issued and receipt of the approval of the TSX Venture Exchange. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Company’s ability to complete the Debt Settlement, including the risk that the Debt Settlement may not be completed as expected or at all, that the TSX Venture Exchange may not approve the Debt Settlement and such other factors beyond the control of the Company. Such forward looking statements should therefore be construed in light of such factors, and the Company is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. 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.