Crescent Resources Corp.
TSX VENTURE : CRC

Crescent Resources Corp.

February 22, 2011 15:22 ET

Crescent Resources Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 22, 2011) -

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES

Crescent Resources Corp. (TSX VENTURE:CRC) announces that it proposes to raise up to $3.5 million by way of a non-brokered private placement through the issuance of up to 10.0 million units at a price of $0.35 per unit (the "Unit"). Each Unit will consist of one common share and one-half of one common share purchase warrant (the "Warrant"). Each whole Warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.50 for a period of two years from closing the private placement. The private placement and any modifications to it are subject to compliance with applicable securities laws and to receipt of regulatory approval. The Company may pay finders' fees in accordance with the policies of the TSX Venture Exchange.

The proceeds of the financing will be used to fund the 2011 exploration and drilling programs on the Company's Uncle Sam Gold Project in Alaska. The exploration program is expected to commence within the next two weeks and will include an auger drill program, geochemical surveys, airborne high-resolution magnetic surveys and preparation of drill pads for a spring program. The drill program is estimated to begin in mid to late May 2011 and will initially focus on numerous existing drill ready targets and then test any new targets generated by the exploration program.

Crescent executed a definitive agreement with Millrock Resources Inc. on December 15, 2010 whereby Crescent can earn a 100% interest in Millrock's rights to the property which is located 75 kilometers southeast of the city of Fairbanks. The project is an intrusion related gold target hosted in a similar age of intrusive rocks to those which host the Pogo Gold Mine approximately 60 kilometers to the east of Uncle Sam. A comprehensive exploration data package provided to Millrock by previous operators indicates that there are extensive anomalous areas defined by surface gold geochemistry and numerous significant drill intercepts that indicate strong potential for a large new gold discovery.

About Crescent Resources Corp.

Crescent Resources is a resource exploration company focused on the exploration of the Uncle Sam Gold Project in Alaska. Management will also continue to review other opportunities in the resource sector. The Company has 17.6 million shares outstanding thereby providing its shareholders strong leverage to a successful exploration and drilling program.

The technical information in this news release was reviewed by Michael Hopley, Crescent's Chairman, a Qualified Person as defined in NI 43-101.

CRESCENT RESOURCES CORP.   
Don Halliday   
President and Chief Executive Officer 

This news release contains forward-looking statements that are based on the Company's current expectations and estimates. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such factors include, among others: the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans to continue to be refined; possible variations in ore grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; and fluctuations in metal prices. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

"Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."

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