SOURCE: St. Elias Mines Ltd.

March 05, 2012 20:00 ET

St. Elias Mines Ltd. -- Spinout of Havilah Mines Ltd.

VANCOUVER, BC--(Marketwire - Mar 5, 2012) - Lori McClenahan, President and CEO of St. Elias Mines Ltd. (TSX VENTURE: SLI) (PINKSHEETS: SELSF) (US Clearing Symbol: SELSF) (FRANKFURT: EKL), announced today the following update with respect to the status of the "spin-out" and listing of Havilah Mines Ltd. on the TSX Venture Exchange.

Havilah Mines Ltd.

St. Elias has received conditional approval from the TSX Venture Exchange (the "Exchange") with respect to its Plan of Arrangement or "spin-out" of its property assets in British Columbia to Havilah Mines Ltd. ("Havilah"). The Plan of Arrangement was approved by a special resolution passed by the shareholders of St. Elias at a meeting held on November 17, 2011 and approved by the Supreme Court of British Columbia on November 18, 2011. Completion of the Plan of Arrangement is subject to the final approval of the Exchange and the concurrent financing of Havilah.

The Plan of Arrangement, which is fully described in the St. Elias' information circular dated October 19, 2011, effectively involves a restructuring of the Company's business and assets in order to separate its property interests in Peru from its property interests in British Columbia. Upon completion of the Plan of Arrangement, Havilah will hold a 100% interest in St. Elias' mineral properties in British Columbia and St. Elias will retain 100% of its interest in all of its Peruvian gold properties.

In conjunction with the Plan of Arrangement, Havilah has arranged a $600,000 private placement consisting of 1,500,000 flow-through units (the "FT Units") at a price of $0.20 per FT Unit and 3,000,000 units (the "Units") at a price of $0.10 per Unit. Each FT Unit will consist of one flow-through common share in the capital of Havilah and one warrant to acquire one common share in the capital of Havilah for a period of 24 months following the closing of the private placement at a price of $0.30 per share during the first year and $0.45 per share during the second year. Each Unit will consist of one common share in the capital of Havilah and one warrant to acquire one common share in the capital of Havilah for a period of 24 months following the closing of the private placement at a price of $0.30 per share during the first year and $0.45 per share during the second year. A finder's fee of 6% of the gross proceeds, payable in cash or shares or a combination thereof, is payable with respect to the private placement.

Upon final approval from the Exchange and the completion of the financing of Havilah, the effective date (the "Effective Date") for the Plan of Arrangement will be set and the common shares of Havilah will trade on the Exchange. The Effective Date has also been determined as the "record date" for shareholders of St. Elias to participate in the Plan of Arrangement. In order to receive shares of Havilah, investors must be holders of St. Elias shares at the close of business on the Effective Date. Shareholders of record on the Effective Date will receive one share of Havilah for every 20 shares of St. Elias that they own, while retaining their St. Elias shares. There will be no change in shareholders' holdings in St. Elias as a result of the Plan of Arrangement. Under the Plan of Arrangement, the shareholders of record of St. Elias will continue to participate in the exploration and development of St. Elias' Peruvian gold properties but will also participate in the exploration of a strategic group of British Columbia mineral properties. The Company will issue another news release once the Effective Date and the trading date have been determined.

For additional information on St. Elias and its projects, please visit us at www.steliasmines.com or call
1-888-895-5522 (toll free US and Canada) or contact:

U.S. Investor Relations Consultant
Herbert Haft
The Haft Group, Inc.
Tel: (212) 759-8865
Email: herbhaft@haftgroupinc.com
herbhaft@aol.com

ST. ELIAS MINES LTD.

(signed "Lori McClenahan")

Lori McClenahan,
President

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or the accuracy of the contents of this document.

This News Release may contain forward-looking statements including, but not limited to, comments regarding the timing and content of upcoming work programs, geological interpretations, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statement.

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