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
September 15, 2010
Excelsior Mining Corp. (TSX-V: MIN) (“Excelsior”) announces that, further to its news releases issued June 16, 2010 and August 23, 2010 with respect to the business combination (the “Transaction”) with AzTech Minerals, Inc. (“AzTech”), that AzTech has revised the terms of the proposed brokered private placement to include one half of one common share purchase warrant.
Excelsior previously disclosed that in conjunction with, or prior to the closing of the Transaction, AzTech will complete a brokered private placement of subscription receipts of AzTech (“Subscription Receipts”) for gross proceeds of between US$3,000,000 and US$6,000,000 at a price per Subscription Receipt equal to US$1.00. Under the revised terms of the private placement, each Subscription Receipt is automatically convertible (for no additional consideration) into one unit of AzTech (a “Unit”) upon satisfaction of all he conditions to the Transaction, with each Unit being comprised of one common share of AzTech (an “AzTech Share”) and one-half of one common share purchase warrant of AzTech with each whole warrant of AzTech (an “AzTech Warrant”) being exercisable for one AzTech Share for 18 months from the date of the closing of the private placement at an exercise price of $1.30. Pursuant to the Transaction, each AzTech Share will be exchanged for two common shares of Excelsior and each AzTech Warrant will be exchanged for two common share purchase warrants of Excelsior with each being exercisable for one Excelsior common share at an exercise price of $0.65 for a period of 18 months from the closing date of the private placement.
BayFront Capital Partners Ltd. is acting as agent on a best efforts basis in connection with the private placement.
Further details regarding the proposed Transaction are provided in a management information circular dated August 19, 2010 which was mailed to shareholders of Excelsior in connection with Excelsior’s shareholders’ annual and special meeting (the “Meeting”) and is 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.