Nicola Mining Announces Amendments To Secured Convertible Debentures And Warrants, Issuance Of Shares In Settlement Of Interest Owing On Convertible Debentures, And Extension Of Expiry Date For Warrants Issued On November 23, 2015


VANCOUVER, B.C., November 27, 2017 – Nicola Mining Inc. (the “Company”) is pleased to announce that, further to its News Releases of November 14, 2017, it has received approval from the TSX Venture Exchange (the “Exchange”) to: (i) certain amendments to the secured convertible debentures (each, a “Debenture”) in the aggregate principal amount of $7,000,882 and 7,000,882 warrants (each, a “Warrant”) that were originally issued on November 21, 2014, (ii) the issuance of 4,941,799 common shares (each, a “Share”) in settlement of $840,105.84 interest owing on the Debentures (the “Debt Settlement”) and (iii) the extension of certain warrants (the “November Warrants”) expiring on November 23, 2017 (the “Extension”).

The maturity date of the Debentures has been extended from November 21, 2017 to November 21, 2019 and the conversion price of the Debentures was amended from $0.275 to $0.22 per Share. All other terms of the Debentures remain the same.

The expiry date of the Warrants issued in connection with the Debentures has been extended from November 21, 2017 to November 21, 2019 and the exercise price of the Warrants was amended from $0.50 to $0.275, with a forced conversion in the event that the shares trade at above $0.34375 for at least 10 trading days. All other terms of the Warrants remain the same.

On November 23, 2017, the Company issued 4,941,799 Shares pursuant to the Debt Settlement. The Shares are subject to a statutory hold period expiring on the date that is four months and one day after the closing of the Debt Settlement.

Pursuant to the Extension, the expiry date of 18,689,625 November Warrants has been extended from November 23, 2017 until December 31, 2017. The exercise price of the November Warrants remains the same at $0.15. All other terms of the November Warrants remain the same.

Insiders of the Company were issued an aggregate of 4,450,589 Shares pursuant to the Debt Settlement, which constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuance to insiders is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company’s shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the Shares issued to the related parties does not exceed 25% of the Company’s market capitalization. The Company closed on the payment of the Interest in Shares in less than 21 days as the payment of Interest is due pursuant to the terms of the Debentures.

On behalf of the Board of Directors

Peter Espig”                              

Peter Espig

CEO & Director

For additional information contact:

Peter Espig
Telephone: (604) 647-0142

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.