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
October 15, 2010
Excelsior Mining Corp. (TSX-V: MIN) (“Excelsior” or the “Company”) announces that, further to its news releases issued June 16, 2010, August 23, 2010 and September 15, 2010, it has completed the business combination (the “Transaction”) with AzTech Minerals, Inc. (“AzTech”). Pursuant to the Transaction, Excelsior acquired all of the issued and outstanding securities of AzTech in exchange for the issuance of securities of Excelsior, by way of a plan of merger in accordance with the Arizona Revised Statutes. As part of the Transaction, Excelsior consolidated its issued and outstanding common shares on the basis of one post-consolidation common share for every three common shares outstanding.
The Transaction is still subject to the final approval of the TSX Venture Exchange (the "Exchange"). The Exchange is in process of reviewing the final materials submitted by the Company. Trading in the common shares (the "Common Shares") of the Company on a post-consolidated basis on the Exchange is anticipated to commence at market open on October 19, 2010. The Common Shares will continue to trade under the symbol "MIN".
Private Placement
Prior to the completion of the Transaction, AzTech completed a private placement of subscription receipts (the "Subscription Receipts") of AzTech (the "Private Placement"). Pursuant to the Private Placement, AzTech issued 3,015,000 Subscription Receipts for gross proceeds to AzTech of US$3,015,000. Each Subscription Receipt was automatically exchanged, without payment of any additional consideration and with no further action on the part of the holder thereof, for one unit of AzTech (each a "Unit"). 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 Transaction at an exercise price of US$1.30. Pursuant to the Transaction, each AzTech Share was exchanged for two common shares of Excelsior and each AzTech Warrant was exchanged for two common share purchase warrants of Excelsior, with each common share purchase warrant of Excelsior being exercisable for one Excelsior common share at an exercise price of US$0.65 for a period of 18 months from the closing date of the Transaction.
BayFront Capital Partners Ltd. (the "Agent") acted as agent in respect of the non-US portion of the Private Placement on a "best efforts" basis. For the Agent's services in connection with the Private Placement, AzTech paid the Agent a cash commission of US$211,050 and granted to the Agent compensation options entitling the Agent to subscribe for 211,050 Units at US$1.00 per Unit for a period for 24 months. Pursuant to the Transaction, each compensation option was exchanged for two compensation options of Excelsior with each being exercisable for one Excelsior common share at an exercise price of US$0.50 for a period of 24 months from the closing date of the Transaction.
Reverse Takeover
Upon the closing of the Transaction, the issued and outstanding Common Shares were consolidated on the basis of one post-consolidation Common Share for every three Common Shares outstanding. Shareholders of AzTech received two post-consolidation Common Shares for each one AzTech Share. Each option and warrant of AzTech was exchanged for two options or warrants of Excelsior with a corresponding adjustment in the exercise price. Additionally, AzTech was merged with and into a whollyowned subsidiary of Excelsior pursuant to a plan of merger in accordance with the Arizona Revised Statutes.
As a result of the Transaction Mr. Stephen Twyerould, the Director and Chief Executive Officer of the Corporation effective since the Business Combination, directly and indirectly holds an aggregate of 7,007,876 Excelsior common shares and options to acquire 600,000 Excelsior common shares (representing 16.7% of the outstanding Excelsior common shares or 17.9% assuming the exercise of his options and without giving effect to the exercise of any other convertible securities of the Company). The James L. Sullivan Trust u/t/d 10/02/04 holds 6,660,000 Excelsior common shares (representing 15.9% of the outstanding Excelsior common shares).
In connection with the closing of the Transaction, Excelsior paid a finder’s fee of 650,000 Common Shares to 2250635 Ontario Inc.
Pursuant to the requirements of the Exchange, 4,970,000 Common Shares will be subject to a value security escrow agreement and 18,235,058 Common Shares will be subject to a surplus security escrow agreement.
Excelsior Directors and Senior Management
Following the closing of the Transaction, the following individuals will serve as directors of the Company: Mark Morabito (Chairman), Stephen Twyerould, Roland Goodgame, John Vettese, Jay Sujir and Colin Kinley. The Company's senior management will be comprised of Mark Morabito (Non-Executive Chairman), Stephen Twyerould (Chief Executive Officer), Roland Goodgame (Vice President), Sonya Atwal (Chief Financial Officer) and Sheila Paine (Secretary).
Directors, officers and consultants of the Company have been granted options to acquire 3,100,000 Common Shares at an exercise price of $0.60 for a period of five years.
Additional Information
Further details regarding the 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”) held on September 17, 2010 and is filed on SEDAR at www.sedar.com.
Further details about Excelsior can be found on Excelsior’s website at: http://www.excelsiormining.com/.
ON BEHALF OF THE EXCELSIOR BOARD
"Stephen Twyerould"
CEO
T: 604-681-8030
F: 604-681-8039
www.excelsiormining.com
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 final Exchange approval 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.
