/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE
TSX-V Trading Symbol: CML
Total Shares Outstanding: 232.5 MM
Fully Diluted: 275.5 MM
52-Week Trading Range: C$0.21-$1.07
TORONTO, April 12 /CNW/ - CROWFLIGHT MINERALS INC. (Crowflight, the
Company) (TSX Venture Exchange: CML) is pleased to announce that it has
completed its previously announced bought deal financing (the "Offering") for
aggregate gross proceeds of $25.0 million through the issuance of 15,625,000
units (the "Units") priced at $0.80 per Unit and 12,500,000 common shares,
which qualify as flow-through shares for the purposes of the Income Tax Act
(Canada) (the "Flow-Through Shares") priced at $1.00 per Flow-Through Share,
including 3,125,000 Units and 2,500,000 Flow-Through Shares issued pursuant to
the exercise of an option granted to the Underwriters (as defined below) to
increase the size of the Offering.
Each Unit consisted of one common share (a "Unit Share") in the capital
of the Company and one half of one common share purchase warrant (each whole
common share purchase warrant, a "Warrant"). Each Warrant entitles the holder
thereof to acquire one common share (a "Warrant Share") at a price of $1.15
until April 12, 2008. However, if over a period of 15 consecutive trading days
between August 12, 2007 and April 12, 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 $1.50
on each of those 15 consecutive days, the Company may, within 30 days of such
an occurrence, give written notice to Orion Securities Inc. and 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 Offering was completed by a syndicate of underwriters led by Orion
Securities Inc. and including Canaccord Capital Corporation, Cormark
Securities Inc. and Pacific International Securities Inc. (collectively, the
"Underwriters"). In connection with the Offering, the Underwriters received a
commission equal to 6% of the gross proceeds of the Offering, as well as
1,546,875 compensation options (the "Compensation Options"), each of which
entitles the Underwriters to purchase one Unit at a price of $0.80 per Unit
until April 12, 2008.
The Flow-Through Shares, Unit Shares, Warrants and Compensation Options
are subject to a hold period that will expire on August 13, 2007. The Offering
remains subject to the final approval of the TSX Venture Exchange.
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 2007 taxation
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 TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ACCURACY OF THIS RELEASE.
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.
For further information:
For further information: Thomas Atkins, President and CEO, Tel: (416)
861-5900, Fax: (416) 861-8165; or Bruce Korhonen, Ascenta Capital, Tel: (604)
684-4743 ext 30