Crowflight Minerals Inc.
TSX : CML

Crowflight Minerals Inc.

January 28, 2010 09:25 ET

Crowflight Provides Further Details on Non-Binding Expression of Interest and Private Placement Financing

TORONTO, ONTARIO--(Marketwire - Jan. 28, 2010) -

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

CROWFLIGHT MINERALS INC. ("Crowflight" or the "Company") (TSX:CML) today provided further information on the previously announced Offer (as defined below) received by the Company and the previously announced Private Placement (as defined below). 

Non-binding expression of interest

On January 27, 2010, Crowflight received a non-binding expression of interest (the "Offer") from Pala Investments Holdings Limited ("Pala") regarding the acquisition of the Bucko Assets (as previously defined). The Offer has the following key terms:

  • Pala has proposed to pay $101.9 million for the Bucko Assets, representing $0.20 per share;

  • Pala's Offer also values the Exploration Properties (as previously defined) at $20.4 million, or $0.04 per share;

  • The Offer, therefore, implies a total value for the Company, prior to the private placement, of $122.3 million, or $0.24 per share;

  • If the Private Placement is successful, any proceeds invested in the Bucko Assets would be added to the consideration paid by Pala on the Offer;

  • If the acquisition were completed, the Company would cancel 116,079,971 shares held by Pala for $27.6 million (i.e., the implied $0.24 per Offer value), as well as 50,588,235 warrants for $20.2 million (a weighted average price of $0.04 per warrant);

  • If Pala participates in the Private Placement (which it has committed to do) and the acquisition were completed, the Company would also cancel any shares Pala purchased in the financing for the price at which it subscribed, resulting in no gain or loss for Pala; and

  • If the acquisition were completed, the Company would be left with cash of $0.20 per share, its prospective Exploration Properties (valued by Pala at $0.04 per share), plus any cash raised in the Private Placement and not spent on the Bucko Assets.

Private Placement

The Company currently has cash of approximately $6 million, and approximately $3.2 million in trade payables. In order to continue the re-development of the Bucko Lake mine during the strategic review previously announced by the Board, the Company intends to complete a private placement financing (the "Private Placement") through the issuance of 93,750,000 common shares (the "Common Shares") of the Company at a price of $0.16 (the "Issue Price") per Common Share for total gross proceeds of $15,000,000.

The Company has received a commitment from Pala to purchase 21,356,250 Common Shares in the Private Placement (an amount equal to Pala's current pro rata interest in the Company of 22.7%). As noted above, should Pala complete the acquisition of the Bucko Assets, any shares it acquires in the Private Placement would be cancelled for the Issue Price, resulting in no gain or loss for Pala.

About Crowflight Minerals

Crowflight Minerals Inc. (TSX:CML) holds the Bucko Lake Nickel Mine in the Thompson Nickel Belt, located near Wabowden, Manitoba. 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 strategic review of the Company's assets and business; closing of the financing on the terms proposed; the stated use of proceeds; the development potential and timetable of the Company's properties, including the Bucko Lake Project; the future price of nickel and other minerals; the timing and amount of estimated future production; capital expenditures; mining or processing issues; 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. Management estimates included herein are based on management review, information and analysis. 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 risks related to: unexpected events and delays during production; timing and availability of external financing on acceptable terms; changes in project parameters as plans continue to be refined; future prices of minerals, particularly nickel; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry. 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.

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: 509.5MM

Fully Diluted: 642.8MM

52-Week Trading Range: C$0.13-$0.35 

 

Contact Information

  • Crowflight Minerals
    Mark Trevisiol
    President and CEO
    (416) 861-5893
    or
    Crowflight Minerals
    Heather Colpitts
    Manager, Investor and Public Relations
    (416) 861-5803
    info@crowflight.com
    www.crowflight.com