Crowflight Minerals Inc.

Crowflight Minerals Inc.

December 02, 2008 08:41 ET

Crowflight Announces Underwritten Flow-Through Private Placement Financing of $4 Million

TORONTO, ONTARIO--(Marketwire - Dec. 2, 2008) -


CROWFLIGHT MINERALS INC. (Crowflight, the Company) (TSX VENTURE:CML) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Macquarie Capital Markets Canada Ltd. and including Cormark Securities Inc. and TD Securities Inc. (collectively the "Underwriters"). Under the agreement, the Underwriters will agree to find substitute purchasers or purchase, on an underwritten private placement basis, 23,615,000 common shares of the Company which qualify as flow-through shares for the purposes of the Income Tax Act (Canada) (the "Flow-Through Shares") at a price of $0.18 (the "Issue Price") for each Flow-Through Share for total gross proceeds from the private placement of $4,250,700. Crowflight will grant the Underwriters an option, to purchase up to an additional 15,278,000 Flow-Through Shares ($2,750,040), exercisable at the Issue Price at any time up to 24 hours prior to the closing of the offering (the "Closing Date").

Commented Mike Hoffman, President and CEO of Crowflight, "The proceeds of the flow-through financing will be used primarily for the continued development of the main access ramp from surface to the 1,000 foot level which is expected to connect in June of 2009. The main ramp will facilitate access to multiple mining areas and allow operational flexibility for material and personnel transport. In addition, the completion of the ramp offers the potential for future expansion of the mine."

Closing of the offering is anticipated to occur on or about December 17, 2008 and is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange, or such other stock exchange as the common shares of the Company are then listed for trading at the relevant time(s). The Flow-Through Shares are subject to resale restrictions for a period of four months plus one day from the Closing Date.

The Underwriters will receive a commission of 6.0% of the gross proceeds raised in the brokered private placement in cash. The Underwriters will also receive compensation options (the "Compensation Options") equal to 6.0% of that number of Flow-Through Shares issued in connection with the brokered private placement. Each Compensation Option will entitle the Underwriters to purchase one non flow-through common share of the Company at a price of $0.18 per share for a period of 24 months following the Closing Date.

The proceeds received by the Company from the sale of the Flow-Through Shares will be used to incur eligible Canadian exploration expenses on the Bucko Lake Nickel Project and other regional exploration that qualify as Canadian exploration expenses for purposes of the Income Tax Act (Canada) and which will be renounced in favour of the holders with an effective date of no later than December 31, 2008.

Crowflight Minerals - Canada's Next Nickel Producer

Crowflight Minerals Inc. (TSX VENTURE:CML) is a Canadian junior mining company that is bringing the Bucko Lake Nickel Mine near Wabowden, Manitoba into production. Full commercial production is expected to be achieved at Bucko in early 2009. The Company is also focused on nickel, copper and Platinum Group Mineral (PGM) projects in the Thompson Nickel Belt and Sudbury Basin.

Cautionary Note on Forward-Looking Information

Except for statements of historical fact contained herein, the information in this press release constitutes "forward-looking information" within the meaning of Canadian securities law. Such forward-looking information may be identified by words such as "plans", "proposes", "estimates", "intends", "expects", "believes", "may", "will" and include without limitation, statements regarding estimated capital and operating costs, expected production timeline, benefits of updated development plans, foreign exchange assumptions and regulatory approvals. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others, metal prices, competition, risks inherent in the mining industry, and regulatory risks. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking information. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.

Further information is available on the Company's website at

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.

TSX-V Trading Symbol: CML
Total Shares Outstanding: 269.7MM
Fully Diluted: 327.7MM
52-Week Trading Range: C$0.09 - $0.80


Contact Information

  • Crowflight Minerals
    Mike Hoffman
    President and CEO
    (416) 861-2964
    Crowflight Minerals
    Heather Colpitts
    Manager, Investor and Public Relations
    (416) 861-5803