|January 27, 2010|
Crowflight Announces Strategic Review And Private Placement Financing
|CROWFLIGHT MINERALS INC. ("Crowflight" or the "Company") (TSX: CML) today announces that the Company has received a non binding expression of interest from Pala Investments Holdings Limited ("Pala") regarding the direct or indirect acquisition of the Bucko Lake Nickel Mine and certain surrounding exploration areas held by Crowflight in the Thompson Nickel Belt, including the M11A and Apex deposits (collectively, the "Bucko Assets") (please refer to Figure 1). |
In consideration for the purchase of the Bucko Assets, Pala has proposed that it would pay to Crowflight the sum of $101.9 million. If the acquisition were completed, the Company would cancel the 116,079,971 common shares and 50,588,235 share purchase warrants of Crowflight held by Pala in consideration for $29.88 million, providing an aggregate net payment from Pala to the Company of $72.0 million.
In addition to receiving the cash consideration, Crowflight would retain certain exploration mineral properties of the Company, including the Bowden Lake, Halfway Lake and Manibridge deposits located in Manitoba as well properties within the Sudbury district namely, the AER Kidd property (past producer in 1967-68) and the Peter's Roost property (collectively, the "Exploration Assets").
The expression of interest is non binding and subject to a number of conditions, including the negotiation and execution of a definitive agreement, receipt of requisite board, shareholder and regulatory approvals and Pala being satisfied with its due diligence review of the Bucko Assets. As Pala holds approximately 22.8% of the issued and outstanding common shares of Crowflight, the proposed transaction would be considered to be a related party transaction under Canadian securities laws, thus subject to minority shareholder approval and receipt by Crowflight of a formal valuation report.
In connection with the receipt of the non binding expression of interest, the Company has commenced a strategic review of its assets and operations. The Company has also appointed a Special Committee of the Board of Directors to spearhead this strategic review and has appointed Macquarie Capital Markets Canada Ltd. as financial advisors to the Company.
In response to the non binding expression of interest, the Company has entered into a confidentiality and fee agreement with Pala. This agreement provides that the Company will, in certain circumstances, reimburse any expenses of Pala incurred in connection to its due diligence review of Crowflight, to a maximum of $150,000. In addition, the Company has agreed to pay to Pala a termination fee of $3.65 million in certain circumstances, including if at any time prior to August 31, 2010, the Company terminates or otherwise abandons negotiations regarding the proposed transaction and enters into a definitive agreement with respect to (i) an amalgamation agreement, merger, take-over bid or other similar business combination which will result, if successfully completed, in the shareholders of the Company holding less than 50% of the voting securities of the resulting corporation or other entity; or (ii) a sale of all or substantially all of the assets of the Company, in each case at a price that reflects a purchase price of no greater than $0.25 per issued and outstanding share of the Company as of the date hereof.
There can be no assurance that any transaction with Pala, or as a result of the Board's strategic review, will be completed on the terms set out herein or at all.
To continue the re development of the Bucko Lake mine during the strategic review being conducted by the Board, the Company intends to complete a private placement financing (the "Private Placement") through the issuance of 93,750,000 common shares (the "Common Shares") of the Company at a price of $0.16 (the "Issue Price") per Common Share for total gross proceeds of $15,000,000. The Company has received a commitment from Pala to purchase 21,356,250 Common Shares, which represents its pro rata share of the Common Shares to be issued pursuant to the Private Placement. In addition, the Company has received indications that Kingplace Enterprises Limited, a principal shareholder of the Company, will participate in the financing to maintain up to its pro rata interest in the Company.
The net proceeds of the financing will be used to fund the continued ramp up of the Bucko Lake mine in the Thompson Nickel Belt, Manitoba and for general corporate and working capital purposes. This financing remains subject to approval of the Toronto Stock Exchange.
Stan Bharti, the Executive Chairman of the Company, stated, "Pala is in a unique position as the Company's largest shareholder and with two representatives on the Crowflight Board of Directors to assess the potential of developing a profitable mine at Bucko Lake. We believe that Pala's expression of interest shows that the Company is undervalued compared to the potential that remains in the Bucko Lake mine. The Special Committee of the Board intends to fully review this proposal and also determine if it represents full value for the Bucko Assets. While the strategic review process continues, the proposed financing is intended to provide the Company with sufficient resources to continue the re development of the Bucko Lake mine with a view to re commencing production mining by the end of February 2010."
Crowflight intends to provide a complete operational update detailing the progress made to date and the plans for re starting production at Bucko in the coming days.
About Crowflight Minerals
Crowflight Minerals Inc. (TSX: CML) holds the Bucko Lake Nickel Mine in the Thompson Nickel Belt, located near Wabowden, Manitoba. The Company also holds nickel, copper and Platinum Group Mineral (PGM) projects in the Thompson Nickel Belt and Sudbury Basin.
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 strategic review of the Company's assets and business; closing of the financing on the terms proposed; the stated use of proceeds; the development potential and timetable of the Company's properties, including the Bucko Lake Project; the future price of nickel and other minerals; the timing and amount of estimated future production; capital expenditures; mining or processing issues; 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. Management estimates included herein are based on management review, information and analysis. 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 production; timing and availability of external financing on acceptable terms; 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; 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) 861-5893
Manager, Investor and Public Relations
Tel: (416) 861-5803
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
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.
Figure 1. - Location Map of Crowflight's Manitoba Deposits
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