TORONTO, Jan. 29 /CNW/ - Pala Investments Holdings Limited ("PIHL") announced today that it has entered into a commitment agreement with Crowflight Minerals Inc. ("Crowflight") pursuant to which PIHL has committed to purchased 21,356,250 common shares ("Shares") of Crowflight by way of private placement.
After giving effect to the acquisitions referred to above and assuming completion of the private placement, PIHL will maintain its pro rata interest and will own and control a total of 137,436,221 Shares and 50,588,235 warrants to purchase Shares ("Warrants") of Crowflight, which as known by PIHL, represents (i) 22.8% of the issued and outstanding Shares of Crowflight on a non-diluted basis, and (ii) 28.8% of the issued and outstanding Shares of Crowflight on a partially diluted basis, with such percentage including the Warrants owned and controlled by PIHL.
The transactions referred to above will take place by way of private placement and not through the facilities of any stock exchange or any other marketplace. The consideration for each Share will be CDN$0.16 per Share. The private placement remains subject to approval of the Toronto Stock Exchange.
PIHL has committed to purchase these securities for investment purposes and may increase or decrease the investment in these securities depending upon future market conditions, subject to the terms of the non-binding expression of interest detailed below.
PIHL has also delivered a non-binding expression of interest to Crowflight 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").
In consideration for the purchase of the Bucko Assets, PIHL has proposed that it would pay to Crowflight the sum of $101.9 million. If the acquisition of the Bucko Assets is completed, Crowflight would cancel the 116,079,971 Shares and 50,588,235 Warrants of Crowflight owned by PIHL in consideration for $29,880,000. Furthermore, in the event PIHL participates in the private placement (which it has committed to do) and the acquisition of the Bucko Assets is completed, Crowflight would also cancel any Shares PIHL purchased in the private placement for the price at which it subscribed, resulting in no gain or loss for PIHL.
The non-binding expression of interest regarding the acquisition of the Bucko Assets 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 PIHL being satisfied with its due diligence review of the Bucko Assets.
PIHL's address is 12 Castle Street, St. Helier, Jersey JE2 3RT.
Pala Investments Holdings Limited is a US$1.0 billion multi-strategy investment company focused on mining and natural resource companies in both developed and emerging markets. Pala Investments' exclusive investment advisor, Pala Investments AG, has extensive experience within the mining and natural resource sectors. Pala Investments seeks to assist companies in which it has long-term shareholdings by providing strategic advice and innovative financing solutions. For more information, visit www.pala.com.
Certain statements in the press release are forward-looking statements and are prospective in nature, including statements with respect to Pala's future intentions regarding the securities of Crowflight that it owns. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements should therefore be construed in light of such factors, and Pala is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Pala Investments Holdings Limited
For further information: For further information: please refer to the Early Warning Report posted on SEDAR or contact Colin Murray at 011 41 41 560 9070