Nicola Mining Announces Proposed Amendments to Secured Convertible Debentures

This amended news release has been prepared and is being issued to replace, in its entirety, a new release issued by Nicola Mining Inc. on August 29, 2017 to disclose revised terms of the amendments to secured convertible debentures.


VANCOUVER, Oct. 23, 2017 - Nicola Mining Inc (TSX-V:NIM) (the “Company” or “Nicola”) announces that it intends to amend (the “Amendment”) the secured convertible debentures (each, a “Debenture”) in the aggregate principal amount of $7,000,882 issued to certain subscribers as previously announced in its News Releases of November 24, 2014, August 25, 2014 and August 8, 2014. In connection with the issuance of the Debentures, the Company also issued 7,000,882 non-transferable common share purchase warrants (each, a “Warrant”), with each Warrant exercisable into one common share of the Company (each, a “Share”) at an exercise price of $0.375 until November 21, 2015 and at $0.50 per Share until November 21, 2018.

The Debentures mature on November 21, 2017 (the “Maturity Date”) and bear interest (the “Interest”) at a rate of 10% per annum, which Interest is payable as to 50% in cash and 50% by the issuance of Shares at a price per Share equal to the market price of the at the time of issuance. The Debentures are also convertible into Shares a conversion price (the “Conversion Price”) of $0.275 per Share at any time, and from time to time, until the Maturity Date.

The following amendments will be made to the Debentures:

- the Conversion Price of the Debentures be reduced from $0.275 per Share to $0.22 per Share;

- the Maturity Date will be extended from November 21, 2017 to November 21, 2019;

- the exercise price of the 7,000,882 Warrants (representing 3.0% on a fully diluted basis) be reduced 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; and

- the expiry date of the 7,000,882 Warrants be extended from November 21, 2018 to November 21, 2019.

All other terms of the Debentures shall remain the same. The Company has received conditional approval for the Amendment from the TSX Venture Exchange (the “Exchange”).

The rationale of reducing, extending and adding a forced conversion to the warrants is to provide working capital and funding of additional exploration.

One of the subscribers, Peter Espig, the Company’s President, Chief Executive Officer and director, is considered a “related party” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and the Amendment is therefore considered to be a “related party transaction” within the meaning of MI 61-101. The Amendment, however, is exempt from the valuation requirement and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in sections 5.5(b) as no securities of the Company are listed on a specified market and 5.7(1)(a) of MI 61-101 in that neither the the fair market value of the amendment or consideration for the amendment exceeded 25% of the Company’s market capitalization. This News Release is being filed less than 21 days before the Amendment being approved because the Company wishes to complete the Amendment in a timely manner.


On behalf of the Board of Directors

“Peter Espig”
Peter Espig, CEO & Director



For additional information

Nicola Mining Inc
(604) 647-0142 or peter@nicolamining.com



Disclaimer for Forward-Looking Information

This news release contains forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of Nicola, such as statements that Nicola intends to amend the terms of the Debenture. There are numerous risks and uncertainties that could cause actual results and Nicola’s plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) adverse market conditions; or (ii) the Exchange not approving the Amendment. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, Nicola does not intend to update these forward-looking statements.

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.

NOT FOR DISTRIBUTION IN THE U.S.