Excelsior arranges treasury offering with Greenstone
2014-08-13 15:02 ET - News Release
Mr. Mark Morabito reports
EXCELSIOR ANNOUNCES STRATEGIC PARTNERSHIP AND US$10 M FINANCING WITH GREENSTONE RESOURCES
Excelsior Mining Corp. has entered into an agreement with an affiliate of Greenstone Resources LP, whereby Greenstone will purchase, by way of a treasury offering, common shares of Excelsior at a price of 34 cents per common share for total gross proceeds of $10-million (U.S.). Settlement will occur in United States dollars. It is estimated that upon closing, this transaction would represent approximately 28% of Excelsior's shares issued and outstanding, estimated to be approximately 32 million common shares.
Details of the Transaction
The transaction is scheduled to close in two separate tranches. The first settlement will occur within 15 business days of this announcement. This first tranche will see Greenstone purchase 20,580,000 common shares, equal to approximately 19.9% of the issued and common shares of Excelsior, in return for gross proceeds of US$6,393,341.64.
The second tranche shall require shareholder approval under the rules and policies of the TSX Venture Exchange as it will result in the creation of a new "control person". The Company intends to obtain shareholder approval for the second tranche at its annual and special meeting of shareholders currently scheduled for September 30, 2014 in Vancouver (the "Meeting"). Assuming shareholder approval is obtained, the second tranche is scheduled to close 15 business days after the Meeting. The second tranche will see Greenstone purchase US$3,606,658.36 of common shares of Excelsior at price of C$0.34 per common share. The exact number of common shares will be determined based on the noon US$/C$ exchange rate from the Bank of Canada exchange rate on the day of the Meeting.
Executive Chairman, Mark Morabito, stated, "To be able to do a common share transaction of this size at a premium to the market price, despite all the current challenges of junior mining market, is a notable endorsement of the strength of the Gunnison project and the quality of our management team. Coming on the heels of the $4 million bought-deal financing by Dundee Capital Markets, and the $3 million royalty-option execution by Callinan Royalties, Excelsior is now substantially funded as the project enters the feasibility and permitting stage of development."
Commenting on the transaction, Stephen Twyerould said, "One of our primary goals for 2014 was to secure a financing partner; we have exceeded our objective by creating a partnership with a firm that has vast knowledge of the mining industry; Greenstone fully intends to apply their wealth of experience to help advance the Gunnison Project successfully into production."
As part of the transaction, Greenstone will have the right to nominate two directors to the Excelsior Board. The first director will be nominated on or before the closing of the first tranche of the private placement. The second director will be nominated on or before the closing of the second tranche of the private placement.
A Project Steering Committee will be formed to enable Excelsior to take full advantage of Greenstone's industry experience. The Steering Committee will be responsible for assessing and reviewing the overall progress of the project. Chaired by Excelsior's CEO, the Project Steering Committee shall meet on a regular basis.
The offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities, and the receipt of shareholder approval for the second tranche of the private placement.
The net proceeds of the offering will be used for the continued development of the company's Gunnison Copper Project and for working capital and general corporate purposes. Excelsior will pay a finder fee in accordance with the rules and policies of the TSX Venture Exchange.
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.
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