2010 News Releases
Excelsior and AzTech Minerals Enter into Definitive Agreement
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN
August 23, 2010
Excelsior Mining Corp. (TSX-V: MIN) (“Excelsior”) is pleased to announce that, further to its news release issued June 16, 2010, it has entered into a definitive agreement (the “Agreement”) with AzTech Minerals, Inc. (“AzTech”), to combine their businesses to create a well-funded, low-cost, growthoriented, gold and copper exploration and development company.
Under the terms of the Agreement, the issued and outstanding common shares of Excelsior will be consolidated on the basis of one post-consolidation common share for every three common shares outstanding. Shareholders of AzTech will receive two post-consolidation common shares of Excelsior for each one AzTech common share. AzTech will merge with and into a wholly-owned subsidiary of Excelsior pursuant to a plan of merger in accordance with the Arizona Revised Statutes.
Further details regarding the proposed transactions contemplated by the Agreement (collectively, the “Transaction”) are provided in a management information circular dated August 19, 2010 which will be mailed today to shareholders of Excelsior in connection with Excelsior’s shareholders’ annual and special meeting (the “Meeting”) to approve certain of the proposed transactions contemplated by the Agreement and will be filed on SEDAR. The Meeting will be held on September 17, 2010. The Transaction is expected to close shortly thereafter.
Completion of the Transaction is subject to a number of conditions, including acceptance by the TSX Venture Exchange and disinterested shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Excelsior should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Further details about Excelsior can be found on Excelsior’s website at: http://www.excelsiormining.com/.
ON BEHALF OF THE EXCELSIOR BOARD
"Mark J. Morabito"
Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the terms of the Transaction and the private placement, are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; fluctuations in commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our common share price and volume and the additional risks identified the management discussion and analysis section of our interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and Excelsior undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.
Neither the 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, and no securities regulatory authority has either approved or disapproved of the contents of this release.
This press release does not constitute, and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S. Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of Excelsior. The securities to be issued pursuant to the Transaction have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.