|April 06, 2010|
Crowflight Receives a $150 Million Offer from Jinchuan Group Ltd. of China
|CROWFLIGHT MINERALS INC. ("Crowflight" or the "Company") (TSX: CML) today announces that it has received an offer letter (the "Offer") from Jinchuan Group Ltd. ("Jinchuan") to acquire all of the common shares of Crowflight in consideration for an aggregate cash payment of $150,000,000. Based on the current number of Crowflight common shares outstanding, this Offer equates to approximately $0.26 per common share. The Offer represents a premium of 47.3% to the closing price on the Toronto Stock Exchange for the Company's common shares on April 2, 2010 and a premium of 56.8% to the 20 day volume weighted average trading price.|
The Offer is being reviewed by the Special Committee of the Board of Directors, which was formed upon the Company receiving a non binding expression of interest from Pala Investment Holdings AG ("Pala") (for information regarding the Pala expression of interest, please see the Company's press releases of January 27 and 28, 2010). The Special Committee is comprised of members of the Board of Directors of the Company who are independent of the Company, Jinchuan and Pala.
The Special Committee has been advised that Forbes & Manhattan, Inc. is participating with Jinchuan in the Offer. Forbes & Manhattan, Inc. is controlled by Stan Bharti, who is the Chairman of the Company. Mr. Bharti is not a member of the Special Committee of the Board.
The Offer is subject to Jinchuan being satisfied with its due diligence review of the Company and the receipt of all required government and regulatory approvals. The Offer is premised on Jinchuan obtaining 100% of the offtake from the Bucko Lake Mine and any of the Crowflight exploration properties that are subsequently placed into production. The Offer is also subject to negotiation of a definitive agreement between Jinchuan and the Company and the Offer being approved by Crowflight shareholders.
On a partially diluted basis, taking into account the outstanding convertible securities of the Company that have an exercise price of equal to or less than $0.22, the Offer equates to approximately $0.22 per common share. On this basis, the Offer represents a premium of 27.0% to the closing price on the Toronto Stock Exchange for the Company's common shares on April 2, 2010 and a premium of 35.1% to the 20 day volume weighted average trading price.
The Special Committee will provide further updates regarding its strategic review as such review progresses. There can be no assurance that any transaction with Jinchuan or Pala, or as a result of the Board's strategic review, will be completed on the terms set out herein or at all.
About Jinchuan Group Ltd.
Jinchuan is the largest producer of nickel, cobalt and platinum in China and the largest producer of copper in northern China. Jinchuan owns one of the top nickel-copper mines in the world -- the Jinchuan nickel-copper mine. With over 50 years of development, Jinchuan has become a global mining giant that controls mining, processing, refining and other metal processing and manufacturing lines. It production of nickel ranks fourth in the world; its production of cobalt ranks second in the world; and its mining and processing technology ranks third in the world.
About Crowflight Minerals
Crowflight Minerals Inc. (TSX: CML) is a Canadian junior mining company that owns the Bucko Lake Nickel Mine near Wabowden, Manitoba that recently resumed production. 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 Company's development potential and timetable of the Company's properties, including the Bucko Lake Project; the future price of nickel and other minerals; foreign exchange rates; 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) 861-5893
Manager, Investor and Public Relations
Tel: (416) 861-5803
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