Crowflight Announces Private Placement Financing and Provides Bucko Update

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Tue Jul 7, 2009 6:29pm EDT

  TORONTO, ONTARIO, Jul 07 (MARKET WIRE) -- 
CROWFLIGHT MINERALS INC. (the "Company") (TSX: CML) announces today that
it has entered into an agreement with Pala Investments Holdings Limited
("Pala"), which is expected to close on or about July 17, 2009 (the
"Closing Date"), for a Cdn$15 million private placement financing. Under
the agreement, Pala has agreed to purchase, on a non-brokered private
placement basis, 60,000,000 units (the "Units") of the Company at a price
of $0.25 per Unit for total gross proceeds of $15 million. The pricing of
the Units is at an approximate 21% premium to the 5 day VWAP of the
Company's shares on the TSX and at a 25% premium to today's closing price
of the Company's shares on the TSX. Each Unit will consist of one common
share of the Company (a "Unit Share") and one-half of one common share
purchase warrant (each full warrant, a "Warrant"), each whole Warrant
being exercisable to acquire one common share of the Company at a
purchase price of $0.30 for a period of 24 months following the Closing
Date (the "Offering"). An aggregate of 60,000,000 Unit Shares and
30,000,000 Warrants are being issued in connection with the Offering. If
all of the 30,000,000 Warrants were exercised, the maximum number of
common shares of the Company that would be issued in connection with the
Offering would be 90,000,000 common shares (approximately 24.39% of the
issued and outstanding common shares of the Company as at the date
hereof).

    Pala currently holds, directly and indirectly, 56,079,971 common shares
and 20,588,235 warrants of the Company (representing approximately 15.2%
on a non-diluted basis and approximately 19.7% on a partially diluted
basis, taking into account only those warrants held by Pala, of the
currently issued and outstanding common shares of the Company). Following
completion of the Offering, Pala will hold, directly and indirectly,
116,079,971 common shares and 50,588,235 warrants of the Company
(representing approximately 27.07% on a non-diluted basis and
approximately 34.76% on a partially diluted basis, taking into account
only those warrants held by Pala, of the issued and outstanding common
shares of the Company). Under applicable TSX rules, shareholder approval
of the Offering would be required as a result of the Offering having a
material effect on control of the Company and common shares and warrants
equalling more than 10% of the issued and outstanding common shares are
being issued to an insider of the Company. However, Crowflight has
applied to the TSX under the provisions of section 604(e) of the TSX
Company Manual for an exemption from the shareholder approval
requirements as the Company does not have sufficient time to seek
shareholder approval and is relying on the financial hardship exemption.
There is no certainty that the TSX will grant the exemption. The
Company's cash position has been negatively impacted during the past
several months as a result of challenges and delays encountered during
the start-up of commercial production and continued ramp-up to full
steady state production at its Bucko Lake Nickel Mine ("Bucko") near
Wabowden, Manitoba.

    The transaction will enhance shareholder value by providing the Company
with sufficient funding to continue operating at Bucko and to address the
challenges experienced with the start-up of production at Bucko. The
Company believes that the financing will improve its financial position,
as net proceeds from the Offering will be used to pay outstanding
indebtedness, including $5.0 million to its mining contractor (an
affiliate of Pala), and for capital development and general working
capital purposes. The Board of Directors of the Company has carefully
reviewed the terms of this Offering and has determined that the
completion of this Offering and reliance on the financial hardship
exemption is reasonable and in the best interest of the Company given the
Company's current financial difficulty and the limited availability and
timing of alternative financing arrangements.

    Crowflight is not cash flow positive on an operating basis. Mill
throughput in July will be negatively affected due to ground control
issues in the drift accessing the 1023-61 stope which has necessitated
the driving of a new stope access that is expected to be complete,
including intersection cable bolting, on July 12th. In addition, it is
projected the higher grade 102-1769 stope (18,000 tonnes grading 1.6%
nickel) will also be available for mucking on July 20th.

    Crowflight currently has 94,743 tonnes at a grade of 1.44% nickel
reserves accessible by development.

    Management is currently reviewing progress to date and future mining
plans and will provide an update on expected production for the remainder
of 2009 in mid August in conjunction with the release of the second
quarter results.

    Funds received from this financing will be used for the following:

    - Overdue trade payables of approximately $7.0 million, which includes
the $5.0 million payment to the mining contractor.

    - Any operating shortfall over the next few months until full production
rates are achieved.

    - Capital expenditures for the remainder of 2009. Included in these
expenditures are the main ramp connection from surface to 1000 foot
level, expansion of the interim tailings storage facility, environmental
water treatment equipment and acceleration of capital development to
access higher grade areas in the 600 level to 800 level in 2010.

    In addition to the funds raised in this placement, Crowflight has been in
negotiation with a number of financial institutions for a corporate line
of credit to cover any fluctuations in working capital levels moving
forward over the next year. It is expected that this will be completed
within the next few months.

    Mike Kelly, Crowflight's President and CEO commented, "We have been
disappointed in the ramp up of production to date and while we have seen
steady progress, it has been slower than expected and has placed further
financial pressure on the Company. We believe that the strategic
investment announced today between Crowflight and Pala Investments will
ensure the long term viability of the Bucko Mine. Crowflight looks
forward to a strong working relationship with Pala as we move forward to
maximize the potential of the Bucko Mine and the exploration potential of
the surrounding area."

    Jan Castro, Managing Director of Pala Investments AG, exclusive advisor
to Pala, said, "Pala welcomes the opportunity to support Crowflight as it
brings Bucko Lake into full production. With its low-cost production and
significant expansion possibilities, we believe that Crowflight is
well-positioned to benefit as nickel prices recover. We look forward to
working with management to realize Crowflight's full potential, both at
Bucko Lake and as it identifies other opportunities in the base metal
space."

    Pursuant to the terms of the Offering, Pala shall be entitled to nominate
(i) one director to the Company's Board of Directors provided that Pala
holds a minimum of 10% (but less than 20%) of the issued and outstanding
common shares of the Company (on a non-diluted basis); and (ii) two
directors to the Company's Board of Directors provided that Pala holds a
minimum of 20% of the issued and outstanding common shares of the Company
(on a non-diluted basis). On closing of the Offering, two of the
Company's seven directors shall resign and two nominees of Pala shall be
appointed to the Board of Directors of the Company. Further details
regarding the Board appointments will be announced once they are
available, possibly prior to the closing of the transaction.

    A recent review of the mine's development status has determined that a
more aggressive development approach is required to achieve economically
sustainable production rates and ore grades for the long term. After
careful consideration, it has been determined that a strategic partner
will enable this objective to be achieved, given the significant
financial commitment required to accelerate the development program.

    This investment by Pala will also enable the Bucko operation to complete
an upgrade to its effluent treatment capabilities so that Crowflight
continues to maintain strict compliance with all environmental guidelines
as the operation achieves full production capacity by the end of 2009.

    Further Details Regarding Financing

    The TSX has advised the Company that reliance on this exemption will
automatically result in a TSX de-listing review to confirm that the
Company continues to meet TSX listing requirements. Crowflight believes
the de-listing review is a routine procedure when using this exemption
and currently complies with applicable TSX listing requirements and
expects to continue to comply with such requirements following completion
of the financing.

    The Offering may constitute a related party transaction for the purposes
of Multilateral Instrument 61-101 and the Company is relying on
exemptions from the formal valuation and minority approval requirements
of Multilateral Instrument 61-101 based on its financial hardship. A
material change report will be filed less than 21 days before the Closing
Date. The Board of Directors has determined this shorter period to be
reasonable and necessary given the circumstances in order to improve the
Company's financial condition in a timely manner.

    Crowflight Minerals - Canada's Newest Nickel Producer

    Crowflight Minerals Inc. (TSX: CML) is a Canadian junior mining company
that is producing nickel at the Bucko Lake Nickel Mine near Wabowden,
Manitoba. Crowflight began full commercial production at Bucko in the
second quarter of 2009. The Company is also focused on nickel, copper and
Platinum Group Mineral (PGM) projects in the Thompson Nickel Belt and
Sudbury Basin.

    About Pala

    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. 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 Company's development
potential and timetable of the Company's properties, including the Bucko
Lake Project; the future price of nickel and other minerals; the
estimation of mineral reserves and mineral resources; conclusions of
economic evaluations; the realization of mineral reserve estimates; the
timing and amount of estimated future production; costs of production;
capital expenditures; success of exploration activities; mining or
processing issues; currency exchange rates; government regulation of
mining operations; 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. Estimates regarding
the anticipated timing, amount and cost of mining at the Bucko Lake
Project are based on assumptions underlying mineral reserve and mineral
resource estimates and the probability of realizing such estimates that
are set out herein.

    Capital and operating cost estimates are based on extensive research of
the Company, purchase orders placed by the Company to date, recent
estimates of construction and mining costs and other factors that are set
out herein. Production estimates are based on mine plans and production
schedules, which have been developed by the Company's personnel and
independent consultants. 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 construction, expansion
and start-up; variations in mineral grade and recovery rates; receipt and
revocation of government approvals; timing and availability of external
financing on acceptable terms; actual results of current exploration
activities; 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; reliance on
joint venture partners; 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.

    Total Shares Outstanding: 368.9MM

    Fully Diluted: 450.3MM

    52-Week Trading Range: C$0.09 - $0.49

Contacts:
Crowflight Minerals
Mike Kelly
President & CEO
(416) 861-2266

Crowflight Minerals
Heather Colpitts
Manager, Investor and Public Relations
(416) 861-5803
info@crowflight.com

Copyright 2009, Market Wire, All rights reserved.

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