Yellowhead Mining Inc. Announces $8 Million Private Placement

VANCOUVER, Nov. 19, 2013 /CNW/ - Yellowhead Mining Inc. ("Yellowhead" or the 
"Company") (TSX: YMI) announces that it has entered into an investment 
agreement (the "Investment Agreement") with Matco Investments Ltd. ("Matco"), 
a private investment firm based in Calgary, Alberta, pursuant to which 
Yellowhead has issued to Matco an $8 million secured convertible debenture 
(the "Debenture") on a private placement basis (the "Matco Financing"). Full 
conversion of the debenture into common shares of the Company is subject to 
shareholder approval at a special meeting of shareholders to be held on 
December 30, 2013. 
The proceeds of the Matco Financing will primarily be used to complete the 
environmental assessment process for Yellowhead's 100% owned Harper Creek 
Project and for general corporate purposes. 
Frank D. Wheatley, Yellowhead's CEO, noted that "Yellowhead is extremely 
pleased to have reached agreement with Matco to provide the Matco Financing, 
as this will allow Yellowhead to move forward with the environmental 
assessment process for the Harper Creek Project". Mr. Wheatley added that 
"completing the environmental assessment process will represent the next 
significant milestone in the development of the Harper Creek Project". 
Matco Financing 
The Debenture has a principal amount of $8,000,000.10, a maturity date of 
January 31, 2014 (the "Maturity Date"), bears interest at a rate of 9% per 
annum, calculated and payable monthly in arrears, and is secured by a first 
ranking security interest on all of Yellowhead's property and assets. All 
security will be released and discharged on the earlier of: 1) the automatic 
conversion of the Debenture, and 2) repayment of the Debenture together with 
accrued interest. 
The Debenture is, subject to shareholder approval, convertible into 35,555,556 
common shares in the capital of Yellowhead at a price of $0.225 per share (the 
"Conversion Price"), representing a 50% premium to the closing price of 
Yellowhead's common shares on November 18, 2013. 
Shareholder Approval 
The full conversion of the Debenture into 35,555,556 common shares of 
Yellowhead is subject to shareholder approval and Yellowhead has scheduled a 
special meeting of shareholders to be held on December 30, 2013 for purposes 
of seeking such shareholder approval. 
Automatic Conversion. If shareholder approval is 
received, then the Debenture will automatically be converted into 35,555,556 
common shares of Yellowhead at the Conversion Price, and Yellowhead will pay 
to Matco all accrued interest from the date of issue of the Debenture to the 
date of automatic conversion. Upon automatic conversion, Matco will own 
approximately 35.91% of the issued and outstanding common shares of 
Yellowhead. If shareholder approval is not received, then the Debenture 
will, subject to earlier voluntary conversion, be repayable in full on the 
Maturity Date, together with accrued interest and a funding fee of $250,000. 
Voluntary Conversion. Matco has the right, at any time 
and from time to time, exercisable from the date of issue of the Debenture to 
the earlier of: (i) the date that shareholder approval is obtained; and (ii) 
the Maturity Date, to elect to convert up to a maximum of $3,566,250.00 of the 
principal amount of the Debenture into 15,850,000 common shares of Yellowhead 
at the Conversion Price. If Matco elects to exercise such right in full, 
then after conversion, Matco will own approximately 19.99% of the issued and 
outstanding common shares of Yellowhead, and the balance of the principal 
amount of the Debenture, together with all accrued interest, will be repayable 
to Matco on the date of such voluntary conversion. 
Appointment of Director 
Pursuant to the Investment Agreement, Matco was granted the right to designate 
one individual for appointment to the Board of Directors of the Company and 
Mr. Ronald Mathison has been appointed a director of the Company effective as 
of November 19, 2013. If, between the closing date of the Matco Financing 
and the next succeeding meeting of Company's shareholders at which directors 
are to be elected, a director of the Company resigns, then the Company will 
fill such vacancy with an additional individual nominated by Matco. In 
addition, for so long as Matco's proportional interest of common shares of the 
Company at the time of the recommendation by the Company of nominees for 
election to the Board of Directors is greater than 15%, Matco will have the 
right to nominate two individuals of its choosing for election to the Board of 
Directors of the Company at all meetings of the shareholders of Company at 
which directors are elected. 
Matco Pre-Emptive Right 
Matco was also granted a pre-emptive right pursuant to the Investment 
Agreement. If the Company wishes to issue or pursue an offering of common 
shares or securities convertible or exchangeable into common shares of the 
Company (collectively, the "Subject Securities") then, for so long as either 
the Debenture is outstanding, or the proportional interest ("Proportional 
Interest") of Matco at such time is greater than 10% of the outstanding common 
shares of Yellowhead, then Matco will have the right (the "Participation 
Right"), subject to TSX approval and compliance with applicable legal 
requirements, to subscribe for and purchase that number of Subject Securities 
obtained when the total number of Subject Securities is multiplied by the 
Proportional Interest of Matco at such time, on the same terms and at the same 
price that the Company is prepared to issue the Subject Securities to other 
prospective purchasers. The Participation Right will expire five years from 
the date of closing of the Matco Financing. 
About Matco Investments Ltd. 
Matco Investments Ltd. is a private investment corporation based in Calgary, 
Alberta. Matco is controlled by Mr. Ronald Mathison. Mr. Mathison also serves 
on the boards of Calfrac Well Services Ltd., Tesla Exploration Ltd. and 
Western Energy Services Corp. 
About Yellowhead Mining Inc. 
Yellowhead Mining Inc. is a development stage company with a 100% interest in 
the Harper Creek copper-gold-silver project located in the North Thompson 
region of British Columbia, Canada. The proposed Harper Creek mine will be a 
large scale, long life, low cost open pit copper mine, has a NI 43-101 
compliant feasibility study, and is currently in the environmental permitting 
phase of development. 
For more information on Yellowhead and the Harper Creek Project, please visit 
Yellowhead's website at 
Forward Looking Statements 
Except for statements of historical fact, this news release contains certain 
"forward-looking information" within the meaning of applicable securities 
laws. Forward-looking information is frequently characterized by words such as 
"plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and 
other similar words, or statements that certain events or conditions "may" or 
"will" occur. Forward-looking statements are based on the opinions and 
estimates of management at the date the statements are made, and are subject 
to a variety of risks and uncertainties and other factors that could cause 
actual events or results to differ materially from those anticipated in the 
forward-looking statements, including, among others, the accuracy of mineral 
grades and related assumptions, inherent operating risks, planned 
expenditures, proposed exploration and development at the Harper Creek 
Project, operating and economic aspects of the Harper Creek Project, as well 
as those risk factors identified in the Company's Annual Information Form 
filed under the Company's SEDAR profile. Yellowhead undertakes no obligation 
to update forward-looking information if circumstances or management's 
estimates or opinions should change except as required by law. The reader is 
cautioned not to place undue reliance on forward-looking statements. More 
detailed information about potential factors that could affect projected 
results is included in the documents filed from time to time with the Canadian 
securities regulatory authorities by Yellowhead.

SOURCE  Yellowhead Mining Inc. 
Ronald Handford, Executive Vice President, Corporate Development 604.681.1709 
Ext. 204 Twitter: 
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CO: Yellowhead Mining Inc.
ST: British Columbia
-0- Nov/19/2013 19:38 GMT
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