|March 26, 2007|
Crowflight Announces Bought Deal Financing of $20 Million
|CROWFLIGHT MINERALS INC. (Crowflight, the Company) (TSX Venture Exchange: CML) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Orion Securities Inc. and including Canaccord Adams Inc., Sprott Securities Inc. and Pacific International Securities Inc. (collectively the "Underwriters"). Under the agreement, the Underwriters will purchase, on a bought deal private placement basis, $20,000,000 of units and flow through shares. The private placement, will be for the issuance of 12,500,000 units (the "Units") of the Company at a price of $0.80 per Unit (the "Unit Price") and 10,000,000 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 $1.00 for each Flow-Through Share for total gross proceeds from the private placement of $20,000,000. Crowflight will grant the Underwriters an option, to purchase up to an additional 3,125,000 Units ($2,500,000) and 2,500,000 Flow-Through Shares ($2,500,000), exercisable at the Issue Price for a period of 48 hours prior to the closing of the Offering (the "Closing Date").|
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 $1.15 for a period of 12 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 $1.50 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 the offering is anticipated to occur on or before April 12, 2007 and is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange. The Common Shares, Flow-Through Shares and Common 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 Underwriters 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 Underwriters will also receive compensation options (the "Compensation Options") equal to 5.5% of that number of Units and Flow-Through Shares issued in connection with the brokered private placement. Each Compensation Option will entitle the Underwriters to purchase one Unit of the Company at the Unit Price for a period of 12 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 2007 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 Nickel 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
Tel: (604) 684 - 4743 ext 226
Toll Free: 1 - 866 - 684 - 4209
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OF THIS RELEASE.
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This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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