Why am I receiving this Information Statement? This Information Statement describes the transactions relating to the sale of the Excelsior Claims, and the approval of the Asset Sale by holders of a majority of the outstanding voting shares of the Company. Our Board of Directors is providing this Information Statement to you pursuant to Section 14(c) of Exchange Act solely to inform you of, and provide you with information about, the Asset Sale. Who is entitled to receive this Information Statement? Shareholders of record as of the close of business on March 13, 2013 are entitled to receive this Information Statement, which describes the actions that have been approved by the written consent of the holders of a majority of the outstanding voting shares of the Company. Am I being asked to vote on the Asset Purchase Agreement and Asset Sale? No, we are not asking you to vote for approval of the Asset Sale or to provide your written consent to the Asset Purchase Agreement, because your vote or written consent is not required for approval. The Asset Purchase Agreement has already been approved by the written consent of the holders of a majority of the outstanding voting shares of the Company. Will there be a special meeting of shareholders to consider and approve the Asset Purchase Agreement and Asset Sale? No. We will not hold a special meeting of shareholders to consider and approve the Asset Purchase Agreement or Asset Sale. Does the Company expect to distribute any of the proceeds from the Asset Sale to Shareholders? Unknown at this time. The Company may sell the Shares at some time in the future and distribute the proceeds therefrom or, following an appropriate holding period under applicable federal and state securities laws, may distribute the Shares in-kind to our Shareholders on a pro-rata basis. For purposes of distribution, the Company will assume the conversion of all instruments outstanding that would otherwise be convertible into common stock of the Company. How was the consideration for the Asset Sale determined? The consideration for the Asset Sale was determined in arm's length negotiations between the Company and disinterested directors of the Buyer. Following extensive negotiations between the parties, Buyer agreed to pay 149,365,246 shares of the common stock of EXLA for the Excelsior Claims. Where can I find more information about EXLA? Please see the summary information provided below in the Section entitled Information About Helmer Directional Drilling Corp., as well as the Buyer’s website at http://www.excelsiorgoldcorp.com. Aditionally, the Securities and Exchange Commission (“SEC”) maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers such as EXLA that file electronically with the SEC at http://www.sec.gov. Is the closing of the Asset Sale subject to the satisfaction of any conditions? Yes. Before the Asset Sale may be consummated, certain closing conditions must be satisfied or waived. These conditions are described in this Information Statement in the section above entitled The Asset Sale - Closing Conditions. If these conditions are not satisfied or waived, then the Asset Sale will not be consummated even though it has been approved by the Board and by written consent of the holders of a majority of the outstanding voting shares of the Company. When do you expect the Asset Sale to be consummated? We intend to close the Asset Sale on the third business day following the satisfaction or waiver of the closing conditions or such other date as the parties may mutually determine, but not earlier than twenty days after the date this Information Statement and notice are first mailed to the shareholders. The Company currently believes that the Asset Sale will close, and the Company will receive the Shares on or before March __, 2013.
Will the Company continue its mining, exploration, or development activities after the Asset Sale?
Unlikely. After closing the Asset Sale, the Company will likely cease further mining exploration or development activities.
What should I do now? No action by you is required. Who can help answer my questions? If you would like additional copies, without charge, of this Information Statement, or if you have questions about the Asset Sale,
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