Wexford Capital LP Urges Excelsior Energy Limited's Board to Reject Inferior<br>Financing Proposal

    


    
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<p>GREENWICH, Conn., <span class="xn-chron">April 28</span> /CNW/ -- Wexford Capital LP ("Wexford") wrote the Board of Directors of Excelsior Energy Limited (ELE CN) ("Excelsior") urging the Board to reject the investment proposal set forth in an <span class="xn-chron">April 15</span> letter agreement or to submit that proposal to a shareholder vote. On <span class="xn-chron">April 19</span> Wexford submitted an alternative investment proposal to Excelsior under which Wexford would purchase fewer shares of stock at a far higher price per share for a much greater aggregate consideration to Excelsior than the proposal endorsed by the Board.</p>
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<p>Private investment funds managed by Wexford currently own 15,035,500 shares of Excelsior stock, representing a 10.40% ownership interest.</p>
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    Wexford's letter is as follows:
    
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         Wexford Capital LP
              Wexford Plaza
     411 West Putnam Avenue
        Greenwich, CT 06830
            www.wexford.com
             [phone]
      Direct Dial: 862-7012
       Direct Fax: [phone]
         [email protected]


    
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<p><span class="xn-chron">April 27, 2010</span></p>
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    Board of Directors
    Excelsior Energy Limited
    Life Plaza
    1510, 734 7th Avenue SW
    Calgary, Alberta
    T2P 3P8
    Canada


    Gentlemen:

    
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<p>As you are aware from our correspondence of <span class="xn-chron">April 19, 2010</span> and <span class="xn-chron">April 22, 2010</span>, Wexford Capital LP and its affiliated investment funds ("Wexford") is a substantial holder of the shares of Excelsior Energy Limited ("Excelsior" or the "Company").  As a shareholder, we are pleased to observe that the company is now in compliance of its obligations regarding the disclosure of Material Agreements and has filed the Letter Agreement dated <span class="xn-chron">April 15, 2010</span> ("Letter Agreement") on SEDAR, some 12 days after it was executed by Excelsior.</p>
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<p>We confirm that we have received no further communication from you regarding our expression of interest made to you by way of letter on <span class="xn-chron">April 19, 2010</span>.  We also confirm that this offer is still open to you and we would be pleased to discuss it with you at your convenience.</p>
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<p>Our review of the Letter Agreement indicates that it is not a complete, binding agreement for the completion of the private placement.  Among other things, the Letter Agreement appears to contemplate shareholder approval of the private placement.  In our view there is still an opportunity for Excelsior either to walk away from this non-binding arrangement or, in the alternative, to ensure that shareholders are given an opportunity to vote on the private placement either by doing so voluntarily or agreeing with us that the TSXV should mandate such a vote.</p>
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<p>At this time the Board is free to avoid further breach of its duties to Excelsior either by finding a new, more attractive financing opportunity or allowing shareholders to vote on this arrangement.  Either way, we believe that constitutes an important opportunity to do the right thing.  However, if the Board fails to take advantage of this opportunity, it will compound the damage to Excelsior and its shareholders.</p>
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    We look forward to your prompt response to this letter.

    Sincerely,


    Arthur Amron
    Partner & General Counsel


    About Wexford Capital

    
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<p>Wexford Capital LP is an US SEC registered investment advisor with over <span class="xn-money">$5 billion</span> of assets under management.  Wexford, which was founded in 1994, manages a series of hedge funds and private equity funds from its Greenwich, CT headquarters.  For more information about Wexford, visit the firm's website at <a href="http://www.wexford.com">www.wexford.com</a>.</p>
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    Forward Looking Statements

    
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<p>This document may contain forward-looking statements.  Forward looking statements are statements regarding expectations and projections.  All statements that do not concern historical facts are forward-looking statements.  Any statement that expresses or involves a prediction, expectation, belief, plan, projection, objective, goal, assumption or future events or performance is a forward looking statement.</p>
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<p>Forward looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. No reliance should be placed on any 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.</p>
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<p>Wexford makes no guarantee as to the accuracy or reliability of any information included herein and has no liability based upon the use of such information.  Wexford makes no representation that the information contained herein includes all material facts or does not omit a material fact necessary to make the statements therein not misleading.</p>
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<p>Any forward-looking statements contained in this press release are made as of the date hereof and Wexford 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.</p>
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<p>The document is not a solicitation to purchase, hold, dispose of, or vote shares, warrants, options, notes or other securities of Excelsior Energy Limited.</p>
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For further information: Wexford Capital LP: Arthur H. Amron, Partner & General Counsel, [phone], [email protected] Web Site: http://www.wexford.com