2010 News Releases
Excelsior Mining Corp. Announces Details of Qualifying Transaction
Vancouver, British Columbia - March 11, 2010 – Excelsior Mining Corp. (TSX-V: MIN.P) (“Excelsior”) is pleased to announce that it has entered into an option agreement dated March 9, 2010 (the “Option Agreement”) with Eagle Plains Resources Ltd. (TSX-V: EPL), a corporation incorporated under the laws of Alberta and listed on the TSX Venture Exchange (“Eagle Plains”), whereby Eagle Plains has granted Excelsior the option to acquire up to a 70% interest in the Wildhorse Property, located approximately 40 kilometres north of Cranbrook, British Columbia in the Fort Steele Mining Division (the “Property”). The proposed transaction between Excelsior and Eagle Plains is an arm’s length transaction. It is intended that such transaction will be the “Qualifying Transaction” for Excelsior under the applicable policies of the TSX Venture Exchange (the “TSX-V”). Assuming the completion of the proposed transaction, Excelsior will be listed as a mining issuer.
The Option Agreement
Under the terms of the Option Agreement, Excelsior has an option (the “Option”) to earn a 60% interest in the Property which may be exercised by:
Excelsior has an option to earn an additional 10% interest (the “Additional Option”), thereby increasing its total interest in the Property to 70%, which may be exercised by:
Excelsior has been appointed as the operator of the Property and has the exclusive and sole responsibility of administering and carrying out the exploration programs on the Property. The Option Agreement includes standard representations and warranties, termination provisions and a three kilometre area of interest. Additionally, the parties have agreed that upon Excelsior exercising the Option to earn a 60% interest, a joint venture will be deemed to have automatically formed and the parties will negotiate in good faith to enter into a formal joint venture agreement.
The Property consists of 355 ha and is located approximately 40 kilometres north of Cranbrook, British Columbia in the Fort Steele Mining Division. Gold mineralization on the property was first located in 1892. The Property is located within a major placer production area and it overlies three mineralized occurrences including:
Dardenelles (gold): Historically this area was known as the Dardenelles and Motherlode Crown grants which were surveyed by the Crown in 1898. An arrastra (mill) was built on nearby Victoria Creek to process gold-bearing massive quartz from two adits drifted on the Dardenelles claim at the end of the nineteenth century. A 95t bulk-sample of vein material was completed in 1975. In 2008, Eagle Plains completed a 9-hole, 731m diamond drilling program designed to expand the known dimensions of the vein system. Drilling extended the known vein system both laterally and to depth.
Tit for Tat (gold): Located approximately 800m south of the Dardenelles occurrence, high grade vein mineralization has been reported.
Copper Creek (sedimentary copper-silver): Quartzite-hosted sedimentary copper-silver mineralization has been reported in rocks age-equivalent to those which host the Spar Lake and Montanore deposits located near Troy, Montana. During the 1970s, the Spar Lake mine produced 44 million tons of ore grading .74% copper and 53 g/t silver.
Details of the Vendor
Eagle Plains is a company that is incorporated under the laws of the Province of Alberta and listed on the TSX-V. The Directors of Eagle Plains are Timothy J. Termuende of Cranbrook, British Columbia, Charles C. Downie of Cranbrook, British Columbia, Glen J. Diduck of Cochrane, Alberta, Ronald K. Netolitzky of Victoria, British Columbia, David L. Johnston of Cranbrook, British Columbia, and Darren B. Fach of Calgary, Alberta.
The following persons will be the directors and senior officers of Excelsior following the completion of the transaction:
Mark Morabito (Chief Executive Officer, President and Director) – Mr. Morabito is the founder of Crosshair Exploration & Mining Corp. (“Crosshair”) and an executive with a background in corporate finance and securities law. He has over 15 years experience in public markets with a strong focus on junior mining and small business venture capital with extensive experience in capital-raising and corporate development. Mr. Morabito graduated from Simon Fraser University with a B.A. in 1990 and completed his J.D. at the University of Western Ontario in 1993. Mr. Morabito has been a Member of both the Ontario Bar and British Columbia Bar since 1995.
Ian Smith (Director) – Mr. Smith is a Director of Excelsior. Mr. Smith has been a director, President and Chief Executive Officer of Santa Fe Metals Corp. since February 2007. He was formerly President, CEO, COO and a director of bcMetals Corp. Mr. Smith is also a director of Crosshair. Mr. Smith has over 40 years experience in corporate, operations and project management and consulting within the international base, precious metals and coal industries. He has worked around the world including Africa, China, southeast Asia and extensively in the Americas. Mr. Smith was President and Founding Partner of 'MRDI' which became one of the largest and most successful mining consultancies in North America.
Michael Wilson (Director) – Mr. Wilson is a Director of the Excelsior. Mr. Wilson is semi-retired and works as a self employed consultant to private companies in need of assistance identifying and introducing geologists, investment bankers, legal and accounting professionals to their companies. From June 1994 to May 1998, Mr. Wilson was the President of Southview Capital Corp, an Alberta Stock Exchange Listed company . From November 1994 to April 2000, Mr. Wilson was the President of International TME Resources Inc., an Exchange listed company. From 1995 to 1999, Mr. Wilson was President of Lima Gold Inc., a company listed on the former Vancouver Stock Exchange. From December 1995 to September 2000, Mr. Wilson was the President and Director of BWI Resources Ltd., a Vancouver Stock Exchange listed company. From January 1996 to August 2000 Mr. Wilson was the director of Romios Gold, a Vancouver Stock Exchange listed company.
Sonya Sihota (Chief Financial Office and Corporate Secretary) – Ms. Sihota, Chief Financial Officer and Corporate Secretary of Excelsior has been the Controller of Crosshair since November 2005. Ms. Sihota received her CGA designation from CGA BC in February 2008 in addition to completing her BBA degree at Southern Alberta Institute of Technology (SAIT) in Accounting and Information technology. Sonya has over 6 years of accounting experience with various exploration companies. Responsibilities include preparation of quarterly and annual statements, overlooking IFRS conversion, coordinating annual audits, monitoring budgets, monitoring company’s internal controls to ensure compliance with SOX 404.
Excelsior intends to undertake a non-brokered private placement to raise up to a total of $750,000 through the issuance of 5,000,000 units of Excelsior (the “Units”) at a price of $0.15 per Unit. Each Unit will consist of one common share and one common share purchase warrant (a “Warrant”). Each Warrant shall be exerciseable to acquire one common share for a period of 18 months at an exercise price equal to $0.30. The financing will be non-brokered; however, Excelsior may pay finder’s fees in accordance in the rules and policies of the TSX-V. The financing is subject to the approval of the TSX-V. Excelsior also intends to apply for an exemption from the sponsorship requirement pursuant to the rules and policies of the TSX-V.
Other Terms and Conditions
The proposed transaction remains subject to numerous conditions including the completion of satisfactory due diligence by each of the parties, receipt of all necessary and material regulatory approvals, completion or waiver of sponsorship and completion of the $750,000 private placement equity financing.
ON BEHALF OF THE EXCLESIOR BOARD
"Mark J. Morabito"
Completion of the transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and, if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, 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 or filing statement to be 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 a capital pool company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Qualified Person Statement
David L. Pighin, P.Geo., a Qualified Person as defined in NI 43-101, has reviewed and approved the scientific or technical information in this press release.
Cautionary Note Regarding Forward-Looking Information
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 Option Agreement, exploration potential of the Property, terms of the proposed financing and completion of the qualifying transaction, are forwardlooking 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 risks associated with outstanding litigation, if any; risks associated with project development; the need for additional financing; operational risks associated with mining and mineral processing; 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 tax consequences to U.S. shareholders. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company 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.