Crowflight Minerals Inc.
TSX VENTURE : CML

Crowflight Minerals Inc.

October 31, 2006 17:09 ET

Crowflight Completes Private Placement Financings

TORONTO, ONTARIO--(CCNMatthews - Oct. 31, 2006) -

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

CROWFLIGHT MINERALS INC. (Crowflight, the Company) (TSX VENTURE:CML) is pleased to announce that it has completed its previously announced brokered private placement financing for gross proceeds of approximately $12.3 Million through the issuance of 10,952,000 units ("Units") priced at $0.35 per Unit and 21,150,000 common shares which qualify as flow-through shares for the purposes of the Income Tax Act (Canada) (the "Flow-Through Shares") priced at $0.40 per Flow-Through Share. In addition, the Company has completed the second tranche of its previously announced non-brokered private placement through the issuance of 3,010,002 Units priced at $0.35 per Unit and 1,400,000 Flow-Through Shares priced at $0.40 per Flow-Through Share for gross proceeds of approximately $4.0 million (including $2.6 million from the first tranche of the non-brokered private placement). In total, the Company has raised gross proceeds of approximately $16.6 Million.

Thomas Atkins, Crowflight's President and Chief Executive Officer commented on the financing, stating: "We are very pleased by the support of investors in Canada, Europe and the United States as evidenced by this financing. These funds will be used to advance the development of the Bucko Deposit through facilitating construction, purchase of equipment, rehabilitating the historical underground workings and to advance the underground develop into the nickel mineralized regions of the Deposit. A variety of activities are underway in this regard and we look forward to reporting on this work in the coming months."

Each Unit consisted of one common share in the capital of the Company and one half of one transferable common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each whole Warrant entitles the holder thereof to acquire one common share (a "Warrant Share") at a price of $0.50 until April 30, 2008. However, if over a period of 15 consecutive trading days between February 28, 2007 and April 30, 2008, the daily volume weighted average trading price of the common shares on the TSX Venture Exchange, or such other stock exchange where the majority of the trading volume occurs, exceeds $0.75 on each of those 15 consecutive days, the Company may, within 30 days of such an occurrence, give written notice to the holders of the Warrants that the Warrants will expire at 4:00 p.m. (Toronto time) on the 45th day following the giving of notice unless exercised by the holders prior to such date.

The brokered private placement was completed by a syndicate of agents led by Orion Securities Inc. and included Sprott Securities Inc. and Pacific International Securities Inc (the "Agents"). In connection with the private placement, the Agents received $737,592 in commission as well as 657,120 compensation options, each of which entitles the Agents to purchase one Unit at a price of $0.35 per Unit until April 30, 2008, and 1,269,000 compensation options, each of which entitles the Agents to purchase one common share at a price of $0.40 per share until April 30, 2008.

Each of the Flow-Through Shares, common shares comprising a portion of the Units, Warrants and compensation options are subject to a hold period that will expire on March 1, 2007.

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: 190.4MM

Fully Diluted: 239.3MM

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) 86-5900
    (416) 861-8165 (FAX)
    Website: www.crowflight.com
    or
    Ascenta Capital
    Bruce Korhonen
    (604) 684-4743 ext 30