Nicola Mining — Capital/Financing Update 2022

Nov 30, 2022

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TSXV: NIM

NICOLA MINING ANNOUNCES PROPOSED AMENDMENTS TO SUBORDINATED SECURED CONVERTIBLE DEBENTURES

VANCOUVER, BC, November 29, 2022 – Nicola Mining Inc. ( TSX.V: NIM ) ( FSE: HLI ) (OTCQG: HUSIF) , (the “ Company ” or “ Nicola ”) is pleased to announce that it intends to amend (the “ Amendment ”) the secured convertible debentures (each, a “ Debenture ”) in the aggregate principal amount of $7,000,882 issued on November 21, 2019 to certain subscribers (the “ Holders ”), pursuant to a private placement accepted by the TSX Venture Exchange (the “ Exchange ”) on January 13, 2020. On February 2, 2021, one Holder converted his Debenture in the amount of $45,000 and on November 5, 2021, one Holder converted a portion of his Debenture in the amount of $13,000, leaving an aggregate principal amount of $6,942,882.

On July 21, 2022, the Company completed a partial repayment prepaid $1,329,176 of the principal and $81,936 in accrued interest of the $6,942,882 outstanding principal. The remaining principal of the debenture is now $5,613,706.

The Debentures mature on November 21, 2022 (the “ Maturity Date ”) and bear interest (the “ Interest ”) at a rate of 10% per annum, which Interest is payable, at the option of the Company in cash or by the issuance of common shares of the Company (each, a “ Share ”) at a price per Share equal to the market price of the Shares at the time of issuance. The Debentures are also convertible into Shares at a conversion price (the “ Conversion Price ”) of $0.10 per Share at any time, and from time to time, until the Maturity Date.

The Company wishes to amend the Conversion Price from $0.10 to $0.085, to extend the Maturity Date from November 21, 2022 to November 21, 2025 and to amend the terms of the Debenture to permit the Company to prepay all or any portion of the outstanding principal of the Debenture, and accrued and unpaid interest thereon, at its sole discretion without penalty or bonus. The Company intends to conduct partial repayments of the Debentures prior to the amended Maturity Date.

All other terms of the Debentures will remain the same. The Amendment is subject to Exchange approval.

An insider of the Company is the beneficial owner of Debentures in the aggregate amount of $4,687,500, which constituted a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The issuance to the insider is exempt from the valuation requirement of MI 61-101 by the 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(1)(a) as the value of the Units did not exceed 25% of the Company’s market capitalization.

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About Nicola Mining

Nicola Mining Inc. is a junior mining company listed on the Exchange and Frankfurt Exchanges that maintains a 100% owned mill and tailings facility, located near Merritt, British Columbia. It has signed Mining and Milling Profit Share Agreements with high grade gold projects. Nicola’s fully-permitted mill can process both gold and silver mill feed via gravity and flotation processes.

The Company owns 100% of the New Craigmont Project, a high-grade copper property, which covers an area of 10,913 hectares along the southern end of the Guichon Batholith and is adjacent to Teck Resources Ltd.’s Highland Valley Copper, Canada’s largest copper mine. The Company also owns 100% of the Treasure Mountain Property, consisting of 30 mineral tenures covering 513 hectares (ha) and a mining lease covering 335 ha.

On behalf of the Board of Directors

“ Peter Espig ”

Peter Espig CEO & Director

For additional information

Contact: Peter Espig Phone: (778) 385-1213 Email: info@nicolamining.com

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.

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.