More from Greenstone
Excelsior Mining: Greenstone Resources Confirms US$9.4 Million Equity Placement
2018-11-21 08:33 MT - News Release
Phoenix, Arizona--(Newsfile Corp. - November 21, 2018) - Excelsior Mining Corp. (TSX: MIN) (FSE: 3XS) (OTCQX: EXMGF) ("Excelsior" orthe "Company") is pleased to announce that in conjunction with the previously announced project financing package (the "Triple Flag Financing") (See Excelsior news release dated October 31, 2018 - Excelsior Mining Secures US$75 Million Project Financing Package), Excelsior and affiliates of Greenstone Resources L.P. ("Greenstone") have entered into a subscription agreement with respect to the exercise of Greenstone's pro-rata right over the issuance of common shares of the Company ("Common Shares"). Excelsior will issue to Greenstone an aggregate of 13,050,840 Excelsior common shares at an aggregate subscription price of US$9.443 million, or equal to approximately C$0.95 per share at current exchange rates (the "Greenstone Financing").
Greenstone currently holds 100,878,097 Common Shares (representing 48.56% of the Company's current issued and outstanding Common Shares). Upon closing of the Greenstone Financing and the Triple Flag Financing, Greenstone will hold a total of 113,928,937 Common Shares, which will represent approximately 48.56% of Excelsior's issued and outstanding Common Shares (post-closing of the Greenstone Financing and Triple Flag Financing). The closing of the Greenstone Financing is subject to various conditions, including the approval of the Toronto Stock Exchange and the closing of the Triple Flag Financing.
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.