|September 03, 2010|
Crowflight Provides Update on Jinchuan Offer
|CROWFLIGHT MINERALS INC. ("Crowflight" or the "Company") (TSX: CML) today provides an update regarding the offer letter 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 (the "Offer"). For details regarding the Jinchuan offer letter, please see the Company's press release of April 6, 2010.|
Negotiations continue between representatives of the Company and Jinchuan, though the August 31, 2010 deadline confirming the validity of the Offer has passed (see press release of July 8, 2010). Crowflight intends to seek an extension to the validity date of the Offer.
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 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 also subject to negotiation of a definitive agreement between Jinchuan and the Company and the Offer being approved by Crowflight shareholders.
Also, as previously announced, Crowflight has issued and sold a convertible debenture (the "Convertible Debenture") to King Place Enterprises Limited ("King Place") in the principal amount of Cdn$10,050,000 (see press release of August 27, 2010). The Convertible Debenture shall mature on February 27, 2011. Amounts owing under the Convertible Debenture shall be unsecured and interest shall accrue at a rate of 10% per annum, compounded annually. The holder shall be entitled to convert amounts owing under the Convertible Debenture into common shares of Crowflight at a price equal to the five-day VWAP at the time of conversion less the maximum discount allowed under Toronto Stock Exchange regulations at the time of conversion. However, King Place may not convert any portion of the amounts outstanding hereunder in excess of the amount that would result in the obligation to issue an aggregate number of shares exceeding 58,356,471 Common Shares without prior approval of disinterested shareholders.
King Place, who is purchasing the Convertible Debenture, is currently the largest shareholder of Crowflight. Kingplace owns and controls a total of 247,029,971 common shares and 50,588,235 warrants of Crowflight prior to this private placement, or 42.5% of the issued and outstanding common shares of Crowflight on a non-diluted basis.
Crowflight previously issued and sold a non convertible debenture in the principal amount of $5,050,000 to King Place (see press release of August 9, 2010), which was cancelled and replaced by the Convertible Debenture. The Company intends to use the proceeds from the financing for the continued ramp up of the Bucko Lake mine in the Thompson Nickel Belt, Manitoba and for general corporate and working capital purposes.
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 resumed production in March 2010. 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 those risks of the Company described in its annual information form that is available under its profile on SEDAR at www.sedar.com. 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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