|March 28, 2011|
Crowflight to Settle $11.3 Milion Debt for 258.8 Million Shares
|Vancouver, British Columbia - March 28, 2011 - CROWFLIGHT MINERALS INC. ("Crowflight" or the "Company") (TSX: CML) announces that it received a conversion notice from King Place Enterprises Limited ("King Place"), the Company's controlling shareholder, that it has elected to convert all of its remaining convertible debentures and accrued interest to date in the amount of $11,310,421 into 258,819,703 common shares at a conversion price of $0.0437 per share, which is the price equal to 75% of the volume weighted average price of the Company shares on the five trading days (from March 15 to March 21, 2011) pursuant to the terms of the Convertible Debentures Notes. |
Pursuant to the requirements of Toronto Stock Exchange ("TSX") and the terms of the convertible debentures notes, the conversion is considered a related party transaction which requires majority disinterested shareholders approval as a total of 258,819,703 shares, which representing approximately 21% of the current 1.25 billion issued and outstanding shares of the Company, would be issued to King Place. TSX has required disinterested shareholder approval because King Place will receive more than 10% of the currently issued and outstanding shares of the Company. For Securities Act compliance, the Company is relying on the exemption from valuation and minority approval requirements for transactions which are less than 25% of market capitalization.
In accordance with Section 604 (d) of the TSX Company Manual, the Company will initially seek shareholder approval by written consent of selected disinterested shareholders who constitute a majority of shareholders, excluding the shares held by King Place and Hebei Wenfeng Industrial Group Limited ("Hebei Wenfeng"), being 362,319,703 shares. If the Company is not able to receive more than 50% disinterested shareholders' written consent before April 10, 2011, the Company will bring the matter to a vote at the next general meeting of the shareholders of the Company which is scheduled for May 2011.
Currently, King Place, together with Hebei Wenfeng, an affiliated entity of King Place, holds 362,319,703 common shares, representing 29.1% of the current issued and outstanding shares of the Company. After the conversion, King Place would hold 460,816,145 shares of the Company, and together with Hebei Wenfeng, King Place would hold or control 564,316,145 shares, or 37.6% of the 1.5 billion shares then issued and outstanding of the Company. There is no material affect on control as King Place is currently the controlling shareholder of the Company.
About Crowflight Minerals Inc.
Crowflight Minerals Inc. (TSX: CML) is a Canadian junior mining company that owns and operates the Bucko Lake Nickel Mine near Wabowden, Manitoba. The Company also holds nickel, copper and Platinum Group Mineral (PGM) projects in the Thompson Nickel Belt and Sudbury Basin.
Further information is available on the Company's website at www.crowflight.com or contact:
CFO and Corporate Secretary
Crowflight Minerals Inc.
P.O. Box 35 1655-999 West Hastings Street Vancouver, British Columbia Canada V6C 2W2
Tel: 778-372-1806 Fax: 604-254-8863
Cautionary Note on Forward-Looking Information
This press release contains forward-looking statements under Canadian securities legislation. 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. 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.
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