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Re: News Release - Thursday, January 28, 2010
Crowflight Provides Further Details on Non-Binding Expression of
Interest and Private Placement Financing
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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 $27.9 million (i.e., the implied
$0.24 Offer value), as well as 50,588,235 warrants for $2.02 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 or contact:
Mark Trevisiol
President and CEO
Crowflight Minerals
Tel: (416) 861-5893
Heather Colpitts
Manager, Investor and Public Relations
Crowflight Minerals
Tel: (416) 861-5803
info@crowflight.com
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) 2010 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 Thu Jan 28, 2010 at 10:18:18 AM Pacific Time
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VanEck Vectors Global Alternative Energy ETF
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PRODUCTEUR |
CODE : CML.TO |
ISIN : CA13758Y2015 |
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ProfilIndicateurs de MarchéVALEUR : Projets & res.Communiqués de PresseRapport annuelRISQUE : Profile actifsContactez la cie |
Crowflight Mineral est une société de production minière de nickel basée au Canada. Crowflight Mineral est productrice de nickel, de cuivre au Canada, et détient divers projets d'exploration au Canada. Son principal projet en production est BUCKO LAKE au Canada et ses principaux projets en exploration sont AER/KIDD, PETER'S ROOST et TNB NORTH au Canada. Crowflight Mineral est cotée au Canada, aux Etats-Unis D'Amerique et en Allemagne. Sa capitalisation boursière aujourd'hui est 1,2 millions (863 092 US$, 770 828 €). La valeur de son action a atteint son plus haut niveau récent le 01 novembre 1996 à 96,02 , et son plus bas niveau récent le 04 février 2016 à 0,03 . Crowflight Mineral possède 47 442 200 actions en circulation. |