Crowflight Minerals Inc.
TSX VENTURE : CML

Crowflight Minerals Inc.

October 24, 2006 17:44 ET

Crowflight Announces Amendment to Private Placement Financings

TORONTO, ONTARIO--(CCNMatthews - Oct. 24, 2006) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

CROWFLIGHT MINERALS INC. (Crowflight, the Company) (TSX VENTURE:CML) announces that the terms of the private placement offerings previously announced on October 10, 2006 have been amended. The brokered private placement will now consist of up to $8.46 million of common shares which qualify as flow-through shares for the purposes of the Income Tax Act (Canada) (the "Flow-Through Shares") at a price of $0.40 for each Flow-Through Share and up to $5 million of units (the "Units") of the Company at a price $0.35 for each Unit (the "Unit Price"). The terms of the Units have not been amended and were disclosed in the October 10, 2006 press release. The brokered private placement will be offered by a syndicate of agents led by Orion Securities Inc. (the "Agents") on a best efforts basis. The non-brokered private placement will now consist of up to $4 million of a combination of Units and Flow-Through Shares.

The private placements are anticipated to close on or about October 31, 2006 and are subject to the receipt of applicable regulatory approvals, including approval of the TSX Venture Exchange. The Flow-Through Shares, common shares comprising part of the Units and the common shares issuable upon exercise of the warrants comprising part of the Units are subject to resale restrictions for a period of four months plus one day from the closing date.

The Agents will receive a commission of 6.0% of the gross proceeds raised in the brokered private placement. The Agents will also receive compensation options equal to 6.0% of that number of Units issued in connection with the brokered private placement (each a "Unit Compensation Option"). Each Unit Compensation Option will entitle the Agents to purchase one Unit of the Company at the Unit Price for a period of 18 months following the closing date. In addition, the Agents will receive compensation options equal to 6.0% of that number of Flow-Through Shares issued in connection with the brokered private placement (each a "Share Compensation Option"). Each Share Compensation Option will entitle the Agents to purchase one Common Share at a price of $0.40 for a period of 18 months following the closing date.

The gross proceeds from the sale of the Units will be used for exploration and development of the Bucko Nickel project in the Thompson Nickel Belt, Manitoba and for general corporate purposes. The gross proceeds from the sale of the Flow-Through Shares will be used for general exploration expenditures, which will constitute Canadian exploration expenses (as defined in the Income Tax Act (Canada)) and will be renounced for the 2006 taxation year.

Statements in this release that are not historical facts are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned that any such statements are not guarantees of future performance and that actual developments or results may vary materially from those in these "forward-looking statements. The Company cautions investors that the projections for increases to the Indicated Resources are based on Inferred Resources. There is no certainty that these projections will be added to the Indicated Resources or that they will be economically viable.

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.

Total Shares Outstanding: 153.8MM

Fully Diluted: 193.5MM

52-Week Trading Range: C$0.18 - $0.48

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OF THIS RELEASE.

Contact Information

  • Crowflight Minerals Inc.
    Thomas Atkins
    President and CEO
    (416) 861-5900
    (416) 861-8165 (FAX)
    Website: www.crowflight.com
    or
    Ascenta Capital
    Bruce Korhonen
    (604) 684-4743 ext 30