|July 07, 2009|
Crowflight Announces Private Placement Financing and Provides Bucko Update
|CROWFLIGHT MINERALS INC. (the "Company") (TSX: CML) announces today that it has entered into an agreement with Pala Investments Holdings Limited ("Pala"), which is expected to close on or about July 17, 2009 (the "Closing Date"), for a Cdn$15 million private placement financing. Under the agreement, Pala has agreed to purchase, on a non-brokered private placement basis, 60,000,000 units (the "Units") of the Company at a price of $0.25 per Unit for total gross proceeds of $15 million. The pricing of the Units is at an approximate 21% premium to the 5 day VWAP of the Company's shares on the TSX and at a 25% premium to today's closing price of the Company's shares on the TSX. Each Unit will consist of one common share of the Company (a "Unit Share") and one-half of one common share purchase warrant (each full warrant, a "Warrant"), each whole Warrant being exercisable to acquire one common share of the Company at a purchase price of $0.30 for a period of 24 months following the Closing Date (the "Offering"). An aggregate of 60,000,000 Unit Shares and 30,000,000 Warrants are being issued in connection with the Offering. If all of the 30,000,000 Warrants were exercised, the maximum number of common shares of the Company that would be issued in connection with the Offering would be 90,000,000 common shares (approximately 24.39% of the issued and outstanding common shares of the Company as at the date hereof). |
Pala currently holds, directly and indirectly, 56,079,971 common shares and 20,588,235 warrants of the Company (representing approximately 15.2% on a non-diluted basis and approximately 19.7% on a partially diluted basis, taking into account only those warrants held by Pala, of the currently issued and outstanding common shares of the Company). Following completion of the Offering, Pala will hold, directly and indirectly, 116,079,971 common shares and 50,588,235 warrants of the Company (representing approximately 27.07% on a non-diluted basis and approximately 34.76% on a partially diluted basis, taking into account only those warrants held by Pala, of the issued and outstanding common shares of the Company). Under applicable TSX rules, shareholder approval of the Offering would be required as a result of the Offering having a material effect on control of the Company and common shares and warrants equalling more than 10% of the issued and outstanding common shares are being issued to an insider of the Company. However, Crowflight has applied to the TSX under the provisions of section 604(e) of the TSX Company Manual for an exemption from the shareholder approval requirements as the Company does not have sufficient time to seek shareholder approval and is relying on the financial hardship exemption. There is no certainty that the TSX will grant the exemption. The Company's cash position has been negatively impacted during the past several months as a result of challenges and delays encountered during the start-up of commercial production and continued ramp-up to full steady state production at its Bucko Lake Nickel Mine ("Bucko") near Wabowden, Manitoba.
The transaction will enhance shareholder value by providing the Company with sufficient funding to continue operating at Bucko and to address the challenges experienced with the start-up of production at Bucko. The Company believes that the financing will improve its financial position, as net proceeds from the Offering will be used to pay outstanding indebtedness, including $5.0 million to its mining contractor (an affiliate of Pala), and for capital development and general working capital purposes. The Board of Directors of the Company has carefully reviewed the terms of this Offering and has determined that the completion of this Offering and reliance on the financial hardship exemption is reasonable and in the best interest of the Company given the Company's current financial difficulty and the limited availability and timing of alternative financing arrangements.
Crowflight is not cash flow positive on an operating basis. Mill throughput in July will be negatively affected due to ground control issues in the drift accessing the 1023-61 stope which has necessitated the driving of a new stope access that is expected to be complete, including intersection cable bolting, on July 12th. In addition, it is projected the higher grade 102-1769 stope (18,000 tonnes grading 1.6% nickel) will also be available for mucking on July 20th.
Crowflight currently has 94,743 tonnes at a grade of 1.44% nickel reserves accessible by development.
Management is currently reviewing progress to date and future mining plans and will provide an update on expected production for the remainder of 2009 in mid August in conjunction with the release of the second quarter results.
Funds received from this financing will be used for the following:
• Overdue trade payables of approximately $7.0 million, which includes the $5.0 million payment to the mining contractor.
• Any operating shortfall over the next few months until full production rates are achieved.
• Capital expenditures for the remainder of 2009. Included in these expenditures are the main ramp connection from surface to 1000 foot level, expansion of the interim tailings storage facility, environmental water treatment equipment and acceleration of capital development to access higher grade areas in the 600 level to 800 level in 2010.
In addition to the funds raised in this placement, Crowflight has been in negotiation with a number of financial institutions for a corporate line of credit to cover any fluctuations in working capital levels moving forward over the next year. It is expected that this will be completed within the next few months.
Mike Kelly, Crowflight's President and CEO commented, "We have been disappointed in the ramp up of production to date and while we have seen steady progress, it has been slower than expected and has placed further financial pressure on the Company. We believe that the strategic investment announced today between Crowflight and Pala Investments will ensure the long term viability of the Bucko Mine. Crowflight looks forward to a strong working relationship with Pala as we move forward to maximize the potential of the Bucko Mine and the exploration potential of the surrounding area."
Jan Castro, Managing Director of Pala Investments AG, exclusive advisor to Pala, said, "Pala welcomes the opportunity to support Crowflight as it brings Bucko Lake into full production. With its low-cost production and significant expansion possibilities, we believe that Crowflight is well-positioned to benefit as nickel prices recover. We look forward to working with management to realize Crowflight's full potential, both at Bucko Lake and as it identifies other opportunities in the base metal space."
Pursuant to the terms of the Offering, Pala shall be entitled to nominate (i) one director to the Company's Board of Directors provided that Pala holds a minimum of 10% (but less than 20%) of the issued and outstanding common shares of the Company (on a non-diluted basis); and (ii) two directors to the Company's Board of Directors provided that Pala holds a minimum of 20% of the issued and outstanding common shares of the Company (on a non-diluted basis). On closing of the Offering, two of the Company's seven directors shall resign and two nominees of Pala shall be appointed to the Board of Directors of the Company. Further details regarding the Board appointments will be announced once they are available, possibly prior to the closing of the transaction.
A recent review of the mine's development status has determined that a more aggressive development approach is required to achieve economically sustainable production rates and ore grades for the long term. After careful consideration, it has been determined that a strategic partner will enable this objective to be achieved, given the significant financial commitment required to accelerate the development program.
This investment by Pala will also enable the Bucko operation to complete an upgrade to its effluent treatment capabilities so that Crowflight continues to maintain strict compliance with all environmental guidelines as the operation achieves full production capacity by the end of 2009.
Further Details Regarding Financing
The TSX has advised the Company that reliance on this exemption will automatically result in a TSX de-listing review to confirm that the Company continues to meet TSX listing requirements. Crowflight believes the de-listing review is a routine procedure when using this exemption and currently complies with applicable TSX listing requirements and expects to continue to comply with such requirements following completion of the financing.
The Offering may constitute a related party transaction for the purposes of Multilateral Instrument 61-101 and the Company is relying on exemptions from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 based on its financial hardship. A material change report will be filed less than 21 days before the Closing Date. The Board of Directors has determined this shorter period to be reasonable and necessary given the circumstances in order to improve the Company's financial condition in a timely manner.
Crowflight Minerals -- Canada's Newest Nickel Producer
Crowflight Minerals Inc. (TSX: CML) is a Canadian junior mining company that is producing nickel at the Bucko Lake Nickel Mine near Wabowden, Manitoba. Crowflight began full commercial production at Bucko in the second quarter of 2009. The Company is also focused on nickel, copper and Platinum Group Mineral (PGM) projects in the Thompson Nickel Belt and Sudbury Basin.
Pala Investments Holdings Limited is a US$1.0 billion multi-strategy investment company focused on mining and natural resource companies in both developed and emerging markets. Pala Investments' exclusive investment advisor, Pala Investments AG, has extensive experience within the mining and natural resource sectors. Pala Investments seeks to assist companies in which it has long-term shareholdings by providing strategic advice and innovative financing solutions. For more information, visit www.pala.com.
Cautionary Note on Forward-Looking Information
This press release contains forward-looking statements under Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the Company's development potential and timetable of the Company's properties, including the Bucko Lake Project; the future price of nickel and other minerals; the estimation of mineral reserves and mineral resources; conclusions of economic evaluations; the realization of mineral reserve estimates; the timing and amount of estimated future production; costs of production; capital expenditures; success of exploration activities; mining or processing issues; currency exchange rates; government regulation of mining operations; and environmental risks. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Estimates regarding the anticipated timing, amount and cost of mining at the Bucko Lake Project are based on assumptions underlying mineral reserve and mineral resource estimates and the probability of realizing such estimates that are set out herein. Capital and operating cost estimates are based on extensive research of the Company, purchase orders placed by the Company to date, recent estimates of construction and mining costs and other factors that are set out herein. Production estimates are based on mine plans and production schedules, which have been developed by the Company's personnel and independent consultants. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to risks related to: unexpected events and delays during construction, expansion and start-up; variations in mineral grade and recovery rates; receipt and revocation of government approvals; timing and availability of external financing on acceptable terms; actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of minerals, particularly nickel; failure of plant, equipment or processes to operate as anticipated; reliance on joint venture partners; accidents, labour disputes and other risks of the mining industry. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
Further information is available on the Company's website at www.crowflight.com or contact:
President and CEO
Tel: (416) 861-2266
Manager, Investor and Public Relations
Tel: (416) 861-5803
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