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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Elemental Altus Royalties Corp | TSXV:ELE | TSX Venture | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.01 | -0.90% | 1.10 | 1.08 | 1.10 | 1.12 | 1.10 | 1.12 | 28,100 | 20:51:12 |
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES Excelsior Energy Limited (TSX VENTURE:ELE) ("Excelsior" or the "Corporation") is pleased to announce that it intends to complete an additional non-brokered private placement (the "$6m Private Placement") of: (i) up to 10,416,667 units ("Units") at a price of $0.48 per Unit for aggregate gross proceeds of up to $5.0 million; and (ii) up to 4,166,667 common shares ("Common Shares") at a price of $0.24 per Common Share for aggregate gross proceeds of up to $1.0 million. $6m Private Placement Each Unit will consist of one (1) Common Share at an issue price of $0.24 per Common Share, one (1) Common Share issued on a "flow-through" basis pursuant to the provisions of the Income Tax Act (Canada) ("Flow-Through Share") at an issue price of $0.24 per Flow-Through Share and two (2) Common Share purchase warrants (each, a "Warrant"), each Warrant entitling 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. Not more than between $7.5 million to $8.0 million of Flow-Through Shares (in the aggregate) will be issued under the $6m Private Placement and the Corporation's previously announced $20.0 million non-brokered private placement (the "$20m Private Placement"), which Flow-Through Shares will be allocated in priority to those subscribers who are eligible to use the associated "flow-through" benefit in accordance with the Income Tax Act (Canada). Proceeds from the $6m Private Placement are intended to be used for further delineation of the Corporation's property in the Hangingstone area of Alberta and for general corporate purposes. The $6m Private Placement and $20m Private Placement are expected to close concurrently with one another. Settlement Agreement The Corporation is also pleased to announce that it has entered into a settlement agreement (the "Settlement Agreement") with Wexford Capital LP and certain of its affiliated investment funds (collectively, "Wexford") pursuant to which they have agreed to settle their differences and the potential claims between them relating to the $20m Private Placement and other related matters, subject to the satisfaction of certain terms and conditions. Pursuant to the Settlement Agreement, the Corporation has agreed (among other things) to amend the investment agreement relating to the $20m Private Placement to permit the $6m Private Placement and to provide that not more than two incumbent members of the Corporation's board resign and that Messrs. Verne Johnson and Jeffrey Scott (or a nominee of Mr. Scott) be appointed the board in their place. If the $6m Private Placement and $20m Private Placement proceed, then Wexford will have the right to subscribe for between 8.3% and 15% of such financings (depending on the securities) and certain other financings of the Corporation depending on the timing of, and level of participation of Peninsula Merchant Syndications Corp., Frank Giustra and Jeffrey Scott and their affiliates in, such financings. Subject to the receipt of conditional approval of the TSX Venture Exchange and compliance by the parties with the terms of the Settlement Agreement, Wexford has agreed to withdraw its objection to the $20m Private Placement. The $6m Private Placement and $20m Private Placement remain subject to approval of the TSX Venture Exchange. 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. Note Regarding Forward Looking Statements This document contains forward-looking statements. More particularly, this document contains statements concerning: the completion of the $6m Private Placement and the $20m Private Placement, Wexford's participation in the $6m Private Placement and the $20m Private Placement; the fulfillment of the terms of the Settlement Agreement, amending the terms of the investment agreement (including the fulfillment of the terms thereof) as well as statements regarding the use of proceeds from the $6m Private Placement. The forward-looking statements are based on certain key expectations and assumptions made by Excelsior, including expectations and assumptions concerning: timing of receipt of regulatory approvals and third party consents and the satisfaction of other conditions to the completion of the $6m Private Placement and the $20m Private Placement. Although Excelsior believes that the expectations and assumptions on which the forward-looking statements made by such party are based are reasonable, undue reliance should not be placed on the forward-looking statements because no assurance can be provided that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks that unforeseen approvals may be required, that regulatory and third party approvals and consents are not obtained on terms satisfactory to the parties, or at all, and risks that other conditions to the completion of the $6m Private Placement and the $20m Private Placement are not satisfied; the risks associated with the oil and gas industry in general such as operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; ability to access sufficient capital from internal and external sources and changes in legislation, including but not limited to tax laws, royalties and environmental regulations. The forward-looking statements contained in this press release are made as of the date hereof and Excelsior undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities within the United States. The securities to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act or other laws.
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