|October 10, 2006|
Crowflight Announces Private Placement Financing of up to $16 Million
|CROWFLIGHT MINERALS INC. (Crowflight, the Company) (TSX Venture Exchange: CML) is pleased to announce that it plans on raising up to $16 million through both a brokered and a non-brokered private placement offering of Units and Flow-Through shares. The brokered private placement, which will be offered by a syndicate of agents led by Orion Securities Inc. (the "Agents") on a best efforts basis, will consist of approximately 14.3 million units (the "Units") of the Company at a price of $0.35 per Unit (the "Unit Price") and approximately 17.5 million common shares of the Company which qualify as flow-through shares for the purposes of the Income Tax Act (Canada) (the "Flow-Through Shares") at a price of $0.40 for each Flow-Through share for total gross proceeds from the brokered private placement of approximately $12,000,000. The non-brokered private placement will consist of the offering of approximately 11.4 million Units for total gross proceeds approximately $4,000,000. The total gross proceeds from both offerings will be approximately $16,000,000.|
Thomas Atkins, Crowflight's President and CEO commented on the financing, stating: "This capital raising allows Crowflight to commence the rehabilitation of the historical underground workings at the Bucko Lake Nickel Deposit in its goal to bring the asset into production in as timely a manner as possible."
Each Unit will consist of one common share in the capital of the Company (a "Common Share") and one half of one transferable common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each whole Warrant shall entitle the holder thereof to acquire one Common Share (a "Warrant Share") at a price of $0.50 for a period of 18 months following the closing date. However, if over a period of 15 consecutive trading days between the date that is 4 months following the closing date and the expiry of the Warrant, the daily volume weighted average trading price of the common shares on the TSX Venture Exchange, or such other stock exchange where the majority of the trading volume occurs, exceeds $0.75 on each of those 15 consecutive days, the Company may, within 30 days of such an occurrence, give written notice to the holders of the Warrants that the Warrants will expire at 4:00 p.m. (Toronto time) on the 45th day following the giving of notice unless exercised by the holders prior to such date.
Closing of both offerings is anticipated to occur on or before October 31, 2006 and is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange. The Common Shares, Flow-Through Shares and Warrant Shares issuable upon exercise of the Warrants are subject to resale restrictions for a period of four months plus one day from the closing date.
The Agents will receive a commission of 6.0% of the gross proceeds raised in the brokered private placement, which they may elect to receive in cash or, in whole or in part, in Units (the "Commission Units") of the Company at a deemed price equal to the Unit Price of the offering. The Commission Units will have the same terms as the Units of the offering. The Agents will also receive compensation options (the "Compensation Options") equal to 6.0% of that number of Units and Flow-Through Shares issued in connection with the brokered private placement. Each Compensation Option will entitle the Agents to purchase one Unit of the Company at the Unit Price for a period of 18 months following the closing date.
The gross proceeds from the sale of the Units will be used for exploration and development of the Bucko Nickel project in the Thompson Nickel Belt, Manitoba and for general corporate purposes. The gross proceeds from the sale of the Flow-Through Units will be used for general exploration expenditures, which will constitute Canadian exploration expenses (as defined in the Income Tax Act (Canada)) and will be renounced for the 2006 taxation year.
Crowflight - The Base Metal Builder
Crowflight Minerals Inc. is a Canadian junior mining exploration and development company listed on the TSX Venture Exchange. The company is focused on nickel, copper and Platinum Group Mineral ("PGM") projects in the Thompson Nickel Belt ("TNB") and Sudbury Basin. The company currently owns and/or has under option approximately 600 square kilometres of exploration and development properties in Manitoba and Ontario.
In Manitoba, these properties include: (1) the Bucko Nickel Deposit; (2) an earn-in option with Xstrata plc on five highly prospective properties (Bucko/Bowden, Resting Lake, Rock Island Lake, Halfway Lake and Gonlin Lake) on the TNB South Project located within 30 kilometres of the Bucko Deposit; and (3) six additional properties (Burntwood River, Birchtree South, Birchtree North, Airport, Moak Lake and Strong Lake) located 100 kilometres to the north on the TNB North Project.
In the Sudbury Basin, these properties include: (1) the 100% owned AER Kidd Project adjacent to Inco's Totten Deposit (10.1 million tonnes grading 1.5% nickel, 2.0% copper and 4.8 g/t PGM's); (2) the 100% owned Peter's Roost Property, the subject of a recent joint venture agreement with Wallbridge Mining Co. Ltd.; and (3) the Airport Property (a 50/50 joint venture with Millstream Mines Ltd.) located 4 kilometres south, and on-strike, with Falconbridge's Nickel Rim South Deposit (13.2 million tonnes grading 1.7% nickel, 3.5% copper and 4.1 g/t PGM's).
Further information regarding Crowflight, including details of its properties, and where relevant its earn-in interests in properties, is available on the Company's web site at www.crowflight.com.
Statements in this release that are not historical facts are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned that any such statements are not guarantees of future performance and that actual developments or results may vary materially from those in these "forward-looking statements. The Company cautions investors that the projections for increases to the Indicated Resources are based on Inferred Resources. There is no certainty that these projections will be added to the Indicated Resources or that they will be economically viable.
For further information please contact:
President and CEO
Tel: (416) 861 - 5900
Fax: (416) 861 - 8165
Ascenta Capital Partners Inc.
Tel: (604) 684 - 4743 ext 230
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