February 16, 2011
Excelsior Mining Corp. (TSX-V: MIN) (“Excelsior”) is pleased to announce that it intends to undertake a non-brokered private placement to raise up to a total of $7,000,000 through the issuance of 11,666,666 units of Excelsior (the “Units”) at a price of $0.60 per Unit (the “Offering”). Each Unit will consist of one common share and one half of one common share purchase warrant (each whole warrant a “Warrant”). Each Warrant shall be exercisable to acquire one common share for a period of 24 months at an exercise price equal to $1.00.
At any time after four months and one day from the date of the closing of the Offering, if the volume weighted average trading price of the common shares of Excelsior on the TSX Venture Exchange is greater than $1.50 per share for 30 consecutive trading days, Excelsior may give written notice to warrantholders that the Warrants will expire 30 calendar days after the date of such notice.
The Company intends to use the net proceeds of the Offering to continue to advance its Gunnison Copper Project and for general corporate and working capital purposes.
The Offering will be non-brokered; however, Excelsior will pay finder’s fees in accordance with the rules and policies of the TSX Venture Exchange. The Offering is subject to the approval of the TSX Venture Exchange.
The securities being offered hereby have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state or province in which such offer, solicitation or sale would be unlawful.
Excelsior is an exploration and development company with a copper project located within the copper porphyry belt of Arizona. The Gunnison Copper Project is located close to the required infrastructure and with its in-situ recovery potential, is intended for near-term production. The Excelsior team consists of experienced professionals with proven track records of advancing projects towards production.
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 Offering, the use of proceeds from the Offering and the production potential of the Gunnison Copper Project 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.