ELE Elemental Altus Royalties Corp

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES


Excelsior Energy Limited (TSX VENTURE:ELE) ("Excelsior" or the "Corporation") is
pleased to announce that it has entered into a binding letter agreement with
Frank Giustra, Peninsula Merchant Syndications Corp. and Jeff Scott
(collectively, the "Subscribers") to arrange for subscriptions of up to
41,666,667 units of Excelsior ("Units") at a price of $0.36 per Unit (the "Unit
Financing") for aggregate gross proceeds of up to $15,000,000. Each Unit will
consist of one (1) common share ("Common Share") at an issue price of $0.18 per
Common Share, one (1) Common Share issued on a "flow-through" basis pursuant to
the provisions of the Income Tax Act (Canada) ("Flow-Through Share") at an issue
price of $0.18 per Flow-Through Share and two (2) Common Share purchase warrants
(each, a "Warrant") each Warrant entitling the holder thereof to purchase one
Common Share at an exercise price of $0.30 at any time within 36 months from the
closing of the Unit Financing. Closing of the Unit Financing and the Common
Share Financing is subject to, among other things, regulatory approval.
Furthermore, the Unit Financing is further subject to Excelsior receiving
subscriptions for not less than $12,000,000 of Units. In furtherance of such,
the parties intend to enter into a definitive agreement (the "Agreement") that
shall contain customary representations and warranties by each of Excelsior and
the Subscribers in favour of the other, and such other customary terms,
covenants and conditions as would be customary for a transaction of this nature
on the terms contained in the letter agreement.


Additionally, Excelsior intends to complete a non-brokered equity financing of
up to 27,777,778 Common Shares at a price of $0.18 per Common Share for
aggregate gross proceeds of up to $5,000,000 (the "Common Share Financing"). 


Proceeds from the Unit Financing and the Common Share Financing are intended to
be used for further delineation of the Corporation's property in the
Hangingstone area of Alberta and for general corporate purposes. 


In connection with the Unit Financing, Excelsior has agreed, subject to
regulatory approval and closing of the Unit Financing, to appoint three (3)
nominees of the Subscribers to the Board of Directors of Excelsior. At closing
of the Unit Financing, three current members of Excelsior's Board of Directors
will resign from the Board of Directors. Additionally, Excelsior has agreed to
use its reasonable best efforts to enter into option cancellation agreements
with certain option holders to cancel all currently outstanding options at
exercise prices above $0.20 per share.


Raymond James Ltd. has agreed to act as exclusive financial advisor to the
Subscribers in connection with the Unit Financing and the Common Share
Financing.


Note Regarding Forward Looking Statements

This document contains forward-looking statements. More particularly, this
document contains statements concerning: the completion of the transactions
contemplated by the Agreement, including both completion of the Unit Financing,
the entering into of option cancellation agreement and the future directors of
Excelsior; as well as statements regarding the completion of the Common Share
Financing; and the use of proceeds from the Unit Financing and the Common Share
Financing.


The forward-looking statements are based on certain key expectations and
assumptions made by Excelsior, including expectations and assumptions
concerning: timing of receipt of regulatory approvals and third party consents
and the satisfaction of other conditions to the completion of the transactions.


Although Excelsior believes that the expectations and assumptions on which the
forward-looking statements made by such party are based are reasonable, undue
reliance should not be placed on the forward-looking statements because no
assurance can be provided that they will prove to be correct. Since
forward-looking statements address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual results could
differ materially from those currently anticipated due to a number of factors
and risks. These include, but are not limited to, risks that unforeseen
approvals may be required, that regulatory and third party approvals and
consents are not obtained on terms satisfactory to the parties within the
timelines provided for in the Agreement, or at all, and risks that other
conditions to the completion of the transactions are not satisfied on the
timelines set forth in the Agreement or at all; the risks associated with the
oil and gas industry in general such as operational risks in development,
exploration and production; delays or changes in plans with respect to
exploration or development projects or capital expenditures; ability to access
sufficient capital from internal and external sources and changes in
legislation, including but not limited to tax laws, royalties and environmental
regulations.


The forward-looking statements contained in this press release are made as of
the date hereof and Excelsior undertakes no obligation to update publicly or
revise any forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
securities laws.

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