|April 12, 2007|
Crowflight Completes Private Placement Financing
|CROWFLIGHT MINERALS INC. (Crowflight, the Company) (TSX Venture Exchange: CML) is pleased to announce that it has completed its previously announced bought deal financing (the "Offering") for aggregate gross proceeds of $25.0 million through the issuance of 15,625,000 units (the "Units") priced at $0.80 per Unit and 12,500,000 common shares, which qualify as flow-through shares for the purposes of the Income Tax Act (Canada) (the "Flow- Through Shares") priced at $1.00 per Flow-Through Share, including 3,125,000 Units and 2,500,000 Flow-Through Shares issued pursuant to the exercise of an option granted to the Underwriters (as defined below) to increase the size of the Offering. |
Each Unit consisted of one common share (a "Unit Share") in the capital of the Company and one half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one common share (a "Warrant Share") at a price of $1.15 until April 12, 2008. However, if over a period of 15 consecutive trading days between August 12, 2007 and April 12, 2008, 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 Orion Securities Inc. and 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.
The Offering was completed by a syndicate of underwriters led by Orion Securities Inc. and including Canaccord Capital Corporation, Cormark Securities Inc. and Pacific International Securities Inc. (collectively, the "Underwriters"). In connection with the Offering, the Underwriters received a commission equal to 6% of the gross proceeds of the Offering as well as 1,546,875 compensation options (the "Compensation Options"), each of which entitles the Underwriters to purchase one Unit at a price of $0.80 per Unit until April 12, 2008.
The Flow-Through Shares, Unit Shares, Warrants and Compensation Options are subject to a hold period that will expire on August 13, 2007. The Offering remains subject to the final approval of the TSX Venture Exchange.
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 Shares 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.
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".
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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