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Re: News Release - Tuesday, December 02, 2008
Crowflight Announces Underwritten Flow-Through Private Placement
Financing of $4 Million
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CROWFLIGHT MINERALS INC. (Crowflight, the Company) (TSX Venture
Exchange: 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-V: 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
www.crowflight.com or contact:
Mike Hoffman
President and CEO
Crowflight Minerals
Tel: (416) 861-2964
Heather Colpitts
Manager, Investor and Public Relations
Crowflight Minerals
Tel: (416) 861-5803
info@crowflight.com
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ACCURACY OF THIS RELEASE.
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE
SERVICES
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.
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Copyright (c) 2008 CROWFLIGHT MINERALS INC. (CML) All rights reserved.
For more information visit our website at http://www.crowflight.com/
or send mailto:info@crowflight.com
Message sent on Tue Dec 2, 2008 at 12:18:09 PM Pacific Time
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