RE:Good StuffForm 62-103F1
REQUIRED DISCLOSURE UNDER THE EARLY WARNING REQUIREMENTS Item 1 – Security and Reporting Issuer 1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities. Greenstone Excelsior Holdings L.P. (the “acquiror”), an affiliate of Greenstone Resources L.P., has acquired ownership of and control over 28,860,028 common shares (the “Purchased Shares”) of Excelsior Mining Corp. (the “issuer”) under a non-brokered private placement (the “Private Placement”). The issuer’s head office is: Excelsior Mining Corp., Suite 1240, 1140 West Pender Street, Vancouver, BC, V6E 4G1 1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place. N/A Item 2 – Identity of the Acquiror 2.1 State the name and address of the acquiror. Greenstone Excelsior Holdings L.P. 1st Floor, Royal Chambers St Julian’s Avenue St Peter Port, Guernsey The acquiror is a Guernsey L.P. and is an affiliate of Greenstone Resources L.P., a private equity fund specialising in the mining and metals sector. 2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence. The acquiror entered into a subscription agreement to acquire the Purchased Shares on September 29, 2016. The Private Placement requires shareholder approval under the rules and policies of the TSX Venture Exchange and applicable Canadian securities laws. The issuer intends to obtain shareholder approval for the Private Placement at the Annual General Meeting of shareholders that is scheduled to occur on October 27, 2016 in Vancouver, B.C. (the “Meeting”). Assuming shareholder approval is obtained and other conditions precedent to the Private Placement are met, then the Private Placement is scheduled to close shortly after the Meeting. 2.3 State the names of any joint actors. N/A - 2 - Item 3 – Interest in Securities of the Reporting Issuer 3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror’s securityholding percentage in the class of securities. Pursuant to the Private Placement, the acquiror is expected to purchase, by way of a treasury offering, 28,860,028 common shares of the issuer (representing approximately 20.8% of the issuer’s current issued and outstanding common shares). The acquiror currently holds 55,550,869 common shares of the issuer (representing 40.11% of the issuer’s current issued and outstanding common shares). Assuming the closing of the Private Placement, the acquiror will hold a total of 84,410,897 common shares, which will represent approximately 50.4% of the issuer’s issued and outstanding common shares (post-closing of the Private Placement). 3.2 State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report. The acquiror is expected to acquire ownership of and control over the securities that triggered the requirement to file this report. 3.3 If the transaction involved a securities lending arrangement, state that fact. N/A 3.4 State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report. See item 3.1. 3.5 State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which (a) the acquiror, either alone or together with any joint actors, has ownership and control, See item 3.1. (b) the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and N/A (c) the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership. N/A 3.6 If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect - 3 - of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings. N/A 3.7 If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement. State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104. N/A 3.8 If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding. N/A Item 4 – Consideration Paid 4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total. The Purchased Shares will be acquired at a price of C$0.45 per Purchased Share, for aggregate proceeds of C$12,987,012 (payable in U.S. dollars). 4.2 In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror. See item 4.1 above. 4.3 If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition. See item 4.1 above. Item 5 – Purpose of the Transaction State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. - 4 - The acquiror will acquire the common shares of the issuer for investment purposes. Depending on market conditions and other factors, the acquiror may from time to time acquire and/or dispose of securities of the acquiror or continue to hold its current position. Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included. The acquiror has agreed that it will not dispose of the common shares it acquires pursuant to the Private Placement for a period of four months. Item 7 – Change in material fact If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities. N/A Item 8 – Exemption If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance. N/A - 5 - Item 9 – Certification Certificate I, as the acquiror, certify, or I, as the agent filing the report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect. 4 October 2016 Date (Signed) “Sadie Morrison” Signature Sadie Morrison - Director, Greenstone Management Limited as General Partner to Greenstone Excelsior Holdings L.P. Name/Title