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ELE Elemental Altus Royalties Corp

1.10
-0.01 (-0.90%)
26 Jul 2024 - Closed
Delayed by 15 minutes
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

Excelsior Energy Announces Additional Non-Brokered Private Placement for Up to $6 Million

13/05/2010 2:41pm

Marketwired Canada


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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