Excelsior Energy Limited

Excelsior Energy Limited

June 14, 2010 20:37 ET

Excelsior Energy Announces Closing of $26 Million of Private Placements

CALGARY, ALBERTA--(Marketwire - June 14, 2010) - Excelsior Energy Limited (TSX VENTURE:ELE) ("Excelsior" or the "Corporation") is pleased to announce that further to its news releases issued on April 16, 2010, and May 13, 2010, it has closed two private placement financings (the "Financings") for total gross proceeds of $26 million. Proceeds from the Financings are intended to be used for further delineation of the Corporation's property in the Hangingstone area of Alberta and for general corporate purposes. In connection with such Financings, the Corporation issued units consisting of a total of 136,110,113 common shares ("Common Shares") and 104,165,668 common share purchase warrants as follows:

$0.36 Units
Excelsior issued 41,666,667 units at a price of $0.36 per Unit (the "$0.36 Unit") for gross proceeds of $15 million. Each $0.36 Unit consisted of two (2) Common Shares (which in some instances one of such common share were issued on a "flow-through" basis) and two (2) Common Share purchase warrants (each, a "$0.30 Warrant"). Each $0.30 Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.30 at any time within 36 months from the date of issuance.

$0.48 Units
Excelsior issued 10,416,167 units at a price of $0.48 per Unit (the "$0.48 Unit") for gross proceeds of approximately $5 million. Each $0.48 Unit consisted of two (2) Common Shares (which in some instances both common shares were issued on a "flow-through" basis) and two (2) Common Share purchase warrants (each, a "$0.32 Warrant"). Each $0.32 Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.32 at any time within 60 months from the date of issuance.

$0.18 Common Shares
Excelsior issued 27,777,778 Common Shares at $0.18 per Common Share for gross proceeds of $5 million.

$0.24 Common Shares
Excelsior issued 4,166,667 Common Shares at $0.24 per Common Share for gross proceeds of $1 million.

The foregoing securities are each subject to a hold period expiring October 15, 2010.

Flow Through Commitments
A portion of the Common Shares issued in the $0.36 Unit and the $0.48 Unit financings were issued on a "flow-through" basis pursuant to the provisions of the Income Tax Act (Canada). In aggregate, the Corporation issued $8.0 million of "flow-through" shares and will renounce $8.0 million of eligible expenditures to subscribers of the "flow-through" shares. The Corporation is committed to incur $8.0 million of eligible expenditures by December 31, 2011 to fulfill the "flow-through" commitments of the $0.36 Unit and the $0.48 Unit financings.

In connection with the Financings each of Mr. Robert Bailey and Mr. Richard Grafton have resigned from the Board of Directors of Excelsior and each of Mr. Verne Johnson and Mr. Jeff Scott have been appointed to the Board of Directors of Excelsior. The Corporation wishes to thank Mr. Bailey and Mr. Grafton for their past contributions to the board. Mr. Bailey continues in the capacity of Vice President, Engineering and Chief Operating Officer.

The Corporation is pleased to announce Mr. Verne Johnson and Mr. Jeff Scott have been appointed to the board.

Mr. Scott has extensive mergers, acquisitions and public company experience and has served as a senior officer and/or director of numerous energy and energy services companies. He currently is a director of Petromanas Energy Inc. and is founder and Chairman of Gran Tierra Energy Inc., both international oil and gas companies. He is President of Postell Energy Co. Ltd., a 30 year old private oil company operating in Saskatchewan. Mr. Scott is also a director of Essential Energy Services Trust, Tuscany International Drilling Inc. He was a co- founder and director of Saxon Energy Services Inc., an international drilling company. Mr. Scott holds a Bachelor of Arts degree from the University of Calgary and a Masters of Business Administration from California Coast University.

Mr. Johnson holds a Bachelor of Science in Engineering from the University of Manitoba. He worked for Imperial Oil and Exxon until the early 1980's and thereafter has been involved with a number of companies in the Canadian oil and gas industry, including ELAN Energy which was sold in 1997. Mr. Johnson is currently Chairman and director of Petromanas Energy Inc., Chairman of Fort Chicago Energy Partners LP, a director of Gran Tierra Energy and director of a number of private companies.

Additionally, Excelsior entered into option surrender agreements with all existing option holders to surrender to the Corporation, for cancellation, all currently outstanding options at exercise prices above $0.20 per share effective upon the resignation or termination of all of such option holder's position(s) with the Corporation, provided that such resignation or termination occurs within six months following closing of the Financings. In connection with this, all stock options with exercise prices below $0.20 were approved to vest immediately, to the extent they had not previously vested.

Raymond James Ltd. acted as exclusive financial advisor to the subscribers of the Financings and was paid a fee equal to 2% of the aggregate of gross proceeds raised by the Corporation. Upon closing of the Financings, Excelsior now has 280,615,759 Common Shares outstanding.

About Excelsior

Excelsior is an early stage, oil sands company with 58 operated sections on two contiguous blocks in the Hangingstone and West Surmont areas of the Athabasca Oil Sands Region near Fort McMurray, Alberta. The Company has developed a proprietary in situ combustion technology ("Combustion Overhead Gravity Drainage" or "COGD") which has potential to improve economic and environmental impact in the development and recovery of heavy oil and bitumen. An application for an experimental pilot project to field demonstrate the COGD technology was submitted in the second quarter of 2009. Project approval is expected in the latter half of 2010 with subsequent implementation and commissioning in early 2011. Excelsior's strategy is to capture oil and gas appraisal and development opportunities where we can leverage Management's diverse international operating, heavy oil and field development expertise with developing technologies to produce oil and gas.


This news release contains certain forward-looking statements, which include the use of proceeds from the Financing and timing of renunciation of flow through expenses. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. All such forward-looking statements involve substantial known and unknown risks and uncertainties, certain of which are beyond Excelsior's control. Such risks and uncertainties include, 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 resource estimates, environmental risks, competition from other producers, inability to retain drilling rigs and other services, delays resulting from or inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources, the impact of general economic conditions in Canada and the United States, industry conditions, changes in laws and regulations (including the adoption of new environmental laws and regulations) and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in foreign exchange or interest rates, stock market volatility and market valuations of companies with respect to announced transactions and the final valuations thereof, and obtaining required approvals of regulatory authorities. Excelsior's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits, including the amount of proceeds, that Excelsior will derive therefrom. Readers are cautioned that the foregoing list of factors is not exhaustive. All subsequent forward-looking statements, whether written or oral, attributable to Excelsior or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and Excelsior 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.

Neither 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.

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