Excelsior Energy Limited
TSX VENTURE : ELE

Excelsior Energy Limited

August 06, 2008 17:22 ET

Excelsior Announces Up to $20 Million Equity and Flow-Through Offering to Further Delineate Oil Sands Properties at Hangingstone and West Surmont

CALGARY, ALBERTA--(Marketwire - Aug. 6, 2008) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Excelsior Energy Limited (TSX VENTURE:ELE) ("Excelsior" or the "Corporation") is pleased to announce that it has commenced an overnight marketed public offering where the Corporation intends to raise up to $20 million through the combination of flow-through common shares (the "FT Common Shares") at a price of $0.34 per FT Common Share and common shares (the "Common Shares") at a price of $0.29 per Common Share (collectively, the "Offering"). In addition to the gross proceed of $20 million, the Corporation has granted the Agents an option, to purchase an additional 15% of the number of Common Shares offered and 15% of the number of FT Common Shares offered, on the same terms and conditions as the Offering, exercisable in whole or in part at any time prior to the date that is 24 hours prior to closing of the Offering. In the event that the entire option is exercised, the proceeds would increase by $3.0 million for total gross proceeds up to $23.0 million.

The proceeds from this Offering will be used to further delineate Excelsior's existing land base in Hangingstone and West Surmont, exploration and development activities, and for general working capital purposes.

The Offering will be completed by way of private placement and will be subject to the statutory hold period of 4 months from the time of closing of the Offering. Closing of the Offering is subject to customary terms and conditions, including receipt of required TSX Venture Exchange approval, and is expected to occur on or about September 3, 2008.

The Offering will be marketed through a syndicate of investment dealers lead by Raymond James Ltd. ("Lead Agent") and includes Macquarie Capital Markets Canada Ltd., and National Bank Financial ("collectively the "Agents").

The Common Shares and the FT Common Shares to be issued under this Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from such registration. This news release shall not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States nor shall there be any offer or sale of securities in any jurisdiction where such offer, solicitation or sale would be unlawful.

About Excelsior Energy

Excelsior is active in oil sands exploration and appraisal in the Hangingstone and West Surmont areas near Fort McMurray, Alberta and will hold a 75% working interest in 58 contiguous sections on completion of its farm-in obligations. The Corporation also indirectly holds a 75% working interest in Blocks 16/1a and 16/6c in the UK North Sea and a minor interest in gas production in Alberta. Excelsior's strategy is to capture oil and gas appraisal and development opportunities where the Corporation can leverage Management's diverse international experience and field development expertise. This includes heavy oil reservoir engineering and development of complex fields.

Forward Looking Statements: This press release contains forward-looking statements. Management's assessment of future plans and operations, expected production levels, operating costs, capital expenditures, the nature of capital expenditures, methods of financing capital expenditures, future engineering reports and the timing of increases in production may constitute forward-looking statements under applicable securities laws and necessarily involve risks including, without limitation, risks associated with oil and gas exploration, development, exploitation, production, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other producers, inability to retain drilling rigs and other services, incorrect assessment of the value of acquisitions, failure to realize the anticipated benefits of acquisitions, delays resulting from or inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources. As a consequence, the Corporation's actual results may differ materially from those expressed in, or implied by, the forward-looking statements. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could effect the Corporation's operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). Furthermore, the forward looking statements contained in this press release are made as at the date of this press release and the Corporation does not undertake any obligation to update publicly or to revise any of the included forward looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

The Units, Common Shares and Warrants have not been registered under the United States Securities Act of 1933, as amended, and will not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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