CaNickel announces $20 million in committed equity
VANCOUVER, BRITISH COLUMBIA–(Marketwire – Sept. 27, 2011) – CaNickel Mining Ltd. ("CaNickel" or the "Company") (TSX:CML) is pleased to announce that it has entered into an equity financing agreement with Haverstock Master Fund, Ltd. ("Haverstock"), a fund managed by Haverstock Manager, LLC., to secure access to funds on an as-needed basis for up to $20 million through a Committed Equity Facility ("CEF"). The issue and sale of common shares of the Company (the "Common Shares") under the facility is subject to regulatory approval.
The CEF enables the Company, over a period of 36 months, to receive the greater of $500,000 and the average daily trading dollar volume for the five days preceding a draw down notice issued by the Company under the CEF for each drawdown, subject to the amount remaining on the CEF. The timing of any drawdown is at CaNickel's sole discretion and the Company is able to set a minimum price (the "Floor Price") of each drawdown.
Pursuant to the terms of the CEF, CaNickel will issue Commons Shares to Haverstock at a price equal to, as applicable: (i) 93% of the Market Price (defined herein), if the Market Price is $0.15 and above, or (ii) 90% of Market Price if the Market Price is below $0.15 and, (iii) 95% of the Market Price if the Market Price is above $0.75. The "Market Price" is the higher of (i) the volume weighted average trading price of the Common Shares for each trading day during the five consecutive trading days subsequent to the date of the drawdown notice under the CEF and (ii) the Floor Price.
Dr. Dianmin Chen, CEO of the Company, commented that, "The Committed Equity Facility provides CaNickel dedicated capital which offers security to our customers, employees, and shareholders. The as-needed structure is very positive as the Company is making great improvements in ramping up its production at Bucko Lake Mine and is planning for a more aggressive exploration program in its highly promising exploration areasthat the Company would like to see reflected in the share prices before any significant dilution occurs. It also provides the Company with options for expansion and acquisition opportunities."
CaNickel and Haverstock will jointly apply for exemptive relief from certain Canadian securities regulators, from certain dealer registration, prospectus form and prospectus delivery requirements which are applicable to the prospectuses it must file in connection with the CEF (the "Requested Relief"). If the securities regulators do not accept the form of Requested Relief, the CEF may need to be amended. If the securities regulators deny the Requested Relief, the CEF will be terminated.
The distribution of any Common Shares under the CEF must be qualified by a prospectus. Prior to the exercise of any draw down under the CEF, CaNickel will file a final base short form prospectus and a prospectus supplement describing the CEF and the Requested Relief. In the case of each draw down, a separate pricing supplement will be filed describing the terms of the particular draw down. The facility cannot be drawn down until CaNickel and Haverstock have received such exemptive relief and CaNickel has filed and had a receipt issued for its final shelf prospectus and has filed the related prospectus supplement in connection with the facility and the pricing supplement for each drawdown. Any issuances of Common Shares under the CEF will also be subject to the prior approval of the Toronto Stock Exchange.
Haverstock may resell any Common Shares at its discretion, through registered dealers trading through the Toronto Stock Exchange. CaNickel is under no obligation to draw from the CEF and remains at all times free to enter into other financing transactions with the exception of similar transactions.
In consideration for entering into the CEF, CaNickel has agreed to pay Haverstock an implementation fee of $200,000 and issue two promissory notes to Haverstock in the amount of $100,000 each.
For further information, investors are urged to consult the full text of the CEF, a copy of which is filed under CaNickel's profile on SEDAR atwww.sedar.com.
Haverstock is an institutional investor with an investment objective to seek capital appreciation through the general strategy of investing in public securities of U.S. and non-U.S. companies, through direct equity purchases from such companies. The portfolio manager of Haverstock, David Ratzker, has structured more than US$300 million worth of investments in publicly traded corporations in a variety of sectors including mining, energy, cleantech, telecommunications, consumer, and education.
CaNickel Mining Limited, formerly "Crowflight Minerals Inc.", (TSX:CML) is a Canadianjunior mining company that owns and operates the Bucko Lake Nickel Mine near Wabowden, Manitoba. The Company also holds nickel, copper and Platinum Group Mineral (PGM) projects in the Thompson Nickel Belt and SudburyBasin.
This news release does not constitute an offer to sell CaNickel securities or the solicitation of an offer to buy CaNickel securities, nor is there to be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The Toronto Stock Exchange does not accept responsibility for the adequacy of this release.
Advisory Respecting Forward-Looking Information
This news release contains certain "forward-looking information" within the meaning of applicable securities laws. The use of the words "may" and "will" and similar expressions are intended to identify forward-looking information. In particular, but without limitation, this news release contains forward-looking information in respect of potential prospectus filings by CaNickel and draw downs under the CEF.
Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking information contained in this news release. The forward-looking information included in this news release is not a guarantee of future performance and should not be unduly relied upon. Forward-looking information reflects management's current beliefs and assumptions, based on information currently available to management.
A number of factors, risks and uncertainties could cause actual results to differ materially from the results discussed in the forward-looking information, many of which are beyond the control of the CaNickel. Among the material factors that could cause actual results to differ materially from those indicated by such forward-looking information are: not receiving the regulatory approvals, including the approval of the Toronto Stock Exchange, required to exercise draw downs under the CEF, that the prevailing market price of the Common Shares may make the use of the CEF unattractive to CaNickel, if and when needed, as well as those factors discussed in or referred to under the heading "Risks of the Business" in CaNickel's Annual Information Form for the year ended December 31, 2010 which is available under CaNickel's profile on SEDAR at www.sedar.com.
CaNickel cautions that the foregoing list of risks and uncertainties is not exhaustive. The forward-looking information contained in this news release speaks only as of the date of this news release, and CaNickel assumes no obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable securities laws.