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
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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
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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.
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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
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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
