Excelsior Energy Announces Entering Into Definitive Investment Agreement

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UNITED STATES


Excelsior Energy Limited (TSX VENTURE:ELE) ("Excelsior" or the "Corporation") is
pleased to announce that, further to its press release dated April 16, 2010, the
Corporation has entered into a definitive investment agreement (the "Investment
Agreement") with each of Frank Giustra, Peninsula Merchant Syndications Corp.
and Jeff Scott (collectively, the "Subscribers") whereby each of the Subscribers
have individually agreed to purchase a certain number of units of Excelsior
("Units") at a price of $0.36 per Unit. The subscription of the Units by each of
the Subscribers forms part of the previously announced non-brokered private
placement of Units by the Corporation for aggregate gross proceeds of up to
$15,000,000 (the "Financing"). Each Unit will consist of one (1) common share
("Common Share") at an issue price of $0.18 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 $0.18 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 $0.30 at any time within 36 months from the date
of issue. Closing of Financing remains subject to, among other things, 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 Corporation 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 transactions
contemplated by the Investment Agreement, including completion of the Financing.


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 Financing.


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 within the
timelines provided for in the Investment Agreement, or at all, and risks that
other conditions to the completion of the transactions are not satisfied on the
timelines set forth in the Investment Agreement or at all; 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.