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Re: News Release - Wednesday, January 27, 2010
Crowflight Announces Strategic Review And Private Placement
Financing
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To View this News Release in PDF:
http://www.crowflight.com/i/pdf/2010-01-27_NRM.pdf
To view Map Associated with the News Release:
http://www.crowflight.com/i/maps/Thompson-Location-Map.jpg
CROWFLIGHT MINERALS INC. ("Crowflight" or the "Company") (TSX: CML)
today announces that the Company has received a non binding expression
of interest from Pala Investments Holdings Limited ("Pala") regarding
the direct or indirect acquisition of the Bucko Lake Nickel Mine and
certain surrounding exploration areas held by Crowflight in the
Thompson Nickel Belt, including the M11A and Apex deposits
(collectively, the "Bucko Assets") (please refer to Figure 1).
In consideration for the purchase of the Bucko Assets, Pala has
proposed that it would pay to Crowflight the sum of $101.9 million. If
the acquisition were completed, the Company would cancel the
116,079,971 common shares and 50,588,235 share purchase warrants of
Crowflight held by Pala in consideration for $29.88 million, providing
an aggregate net payment from Pala to the Company of $72.0 million.
In addition to receiving the cash consideration, Crowflight would
retain certain exploration mineral properties of the Company, including
the Bowden Lake, Halfway Lake and Manibridge deposits located in
Manitoba as well properties within the Sudbury district namely, the AER
Kidd property (past producer in 1967-68) and the Peter's Roost property
(collectively, the "Exploration Assets").
The expression of interest is non binding and subject to a number of
conditions, including the negotiation and execution of a definitive
agreement, receipt of requisite board, shareholder and regulatory
approvals and Pala being satisfied with its due diligence review of the
Bucko Assets. As Pala holds approximately 22.8% of the issued and
outstanding common shares of Crowflight, the proposed transaction would
be considered to be a related party transaction under Canadian
securities laws, thus subject to minority shareholder approval and
receipt by Crowflight of a formal valuation report.
In connection with the receipt of the non binding expression of
interest, the Company has commenced a strategic review of its assets
and operations. The Company has also appointed a Special Committee of
the Board of Directors to spearhead this strategic review and has
appointed Macquarie Capital Markets Canada Ltd. as financial advisors
to the Company.
In response to the non binding expression of interest, the Company has
entered into a confidentiality and fee agreement with Pala. This
agreement provides that the Company will, in certain circumstances,
reimburse any expenses of Pala incurred in connection to its due
diligence review of Crowflight, to a maximum of $150,000. In addition,
the Company has agreed to pay to Pala a termination fee of $3.65
million in certain circumstances, including if at any time prior to
August 31, 2010, the Company terminates or otherwise abandons
negotiations regarding the proposed transaction and enters into a
definitive agreement with respect to (i) an amalgamation agreement,
merger, take-over bid or other similar business combination which will
result, if successfully completed, in the shareholders of the Company
holding less than 50% of the voting securities of the resulting
corporation or other entity; or (ii) a sale of all or substantially all
of the assets of the Company, in each case at a price that reflects a
purchase price of no greater than $0.25 per issued and outstanding
share of the Company as of the date hereof.
There can be no assurance that any transaction with Pala, or as a
result of the Board's strategic review, will be completed on the terms
set out herein or at all.
Financing
To continue the re development of the Bucko Lake mine during the
strategic review being conducted 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, which
represents its pro rata share of the Common Shares to be issued
pursuant to the Private Placement. In addition, the Company has
received indications that Kingplace Enterprises Limited, a principal
shareholder of the Company, will participate in the financing to
maintain up to its pro rata interest in the Company.
The net proceeds of the financing will be used to fund the continued
ramp up of the Bucko Lake mine in the Thompson Nickel Belt, Manitoba
and for general corporate and working capital purposes. This financing
remains subject to approval of the Toronto Stock Exchange.
Stan Bharti, the Executive Chairman of the Company, stated, "Pala is in
a unique position as the Company's largest shareholder and with two
representatives on the Crowflight Board of Directors to assess the
potential of developing a profitable mine at Bucko Lake. We believe
that Pala's expression of interest shows that the Company is
undervalued compared to the potential that remains in the Bucko Lake
mine. The Special Committee of the Board intends to fully review this
proposal and also determine if it represents full value for the Bucko
Assets. While the strategic review process continues, the proposed
financing is intended to provide the Company with sufficient resources
to continue the re development of the Bucko Lake mine with a view to re
commencing production mining by the end of February 2010."
Crowflight intends to provide a complete operational update detailing
the progress made to date and the plans for re starting production at
Bucko in the coming days.
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.
Figure 1. -- Location Map of Crowflight's Manitoba Deposits
http://www.crowflight.com/i/maps/Thompson-Location-Map.jpg
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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 Wed Jan 27, 2010 at 8:13:41 PM Pacific Time
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Crowflight Mineral Inc.
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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 938 000 CA$ (682 583 US$, 609 615 €). La valeur de son action a atteint son plus haut niveau récent le 01 novembre 1996 à 96,02 CA$, et son plus bas niveau récent le 04 février 2016 à 0,03 CA$. Crowflight Mineral possède 37 520 000 actions en circulation. |