Crowflight Announces Bought Deal Financing Of $20 Million
Mon Mar 26, 2007
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 Orion Securities Inc. and including Canaccord Adams Inc., Sprott Securities Inc. and Pacific International Securities Inc. (collectively the "Underwriters"). Under the agreement, the Underwriters will purchase, on a bought deal private placement basis, $20,000,000 of units and flow through shares. The private placement, will be for the issuance of 12,500,000 units (the "Units") of the Company at a price of $0.80 per Unit (the "Unit Price") and 10,000,000 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 $1.00 for each Flow-Through Share for total gross proceeds from the private placement of $20,000,000. Crowflight will grant the Underwriters an option, to purchase up to an additional 3,125,000 Units ($2,500,000) and 2,500,000 Flow-Through Shares ($2,500,000), exercisable at the Issue Price for a period of 48 hours prior to the closing of the Offering (the "Closing Date").
Each Unit will consist of one common share in the capital of the Company (a "Common Share") and one half of one transferable common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each whole Warrant shall entitle the holder thereof to acquire one Common Share (a "Warrant Share") at a price of $1.15 for a period of 12 months following the closing date. However, if over a period of 15 consecutive trading days between the date that is 4 months following the closing date and the expiry of the Warrant, 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 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.
Closing of the offering is anticipated to occur on or before April 12, 2007 and is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange. The Common Shares, Flow-Through Shares and Common Shares issuable upon exercise of the Warrants 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, which they may elect to receive in cash or, in whole or in part, in Units (the "Commission Units") of the Company at a deemed price equal to the Unit Price of the offering. The Commission Units will have the same terms as the Units of the offering. The Underwriters will also receive compensation options (the "Compensation Options") equal to 5.5% of that number of Units and Flow-Through Shares issued in connection with the brokered private placement. Each Compensation Option will entitle the Underwriters to purchase one Unit of the Company at the Unit Price for a period of 12 months following the closing date.
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 Units 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 year.
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