Crescent Resources Corp.
TSX VENTURE : CRC

Crescent Resources Corp.

October 13, 2010 08:01 ET

Crescent Resources Signs Agreement to Acquire Uncle Sam Gold Exploration Property, Alaska

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 13, 2010) - Crescent Resources Corp. (TSX VENTURE:CRC) ("Crescent" or the "Company") is pleased to announce that it has signed a letter of intent (the "LOI") with Millrock Resources Inc. ("Millrock") to purchase a 100% interest in Millrock's rights to the Uncle Sam gold exploration property (the "Property") located 75 kilometers southeast of Fairbanks, Alaska.

In connection with this acquisition, Crescent intends to obtain an unsecured loan of $100,000 from a Company insider and then subsequently intends to consolidate its shares on a 4:1 basis. Immediately after the shares are consolidated Crescent intends to concurrently complete the following; settle certain debt with shares, execute the definitive agreement to option the Property, pay a finder's fee in shares of the Company and close a non-brokered part and parcel private placement financing to raise up to $3,000,000.

Michael Hopley, President and CEO of Crescent stated that, "This transaction allows the Company to proceed with the exploration of an exciting gold project in a favorable mining jurisdiction. Past drill results combined with very large geochemical anomalies provide an ideal geological setting for the potential discovery of a large gold deposit. We expect there will be a greater focus on exploration in Alaska in 2011 as a number of significant new gold discoveries are being made across the border in the geologically similar Yukon Territory. Crescent will continue to focus on building a portfolio of gold projects in Alaska."

The Property

The Uncle Sam Gold Property is located 75 kilometers southeast of the city of Fairbanks and 20 kilometers north of the Richardson Highway. The project is an intrusion related gold target hosted in a similar age of intrusive rocks to those which host the Pogo Gold Mine in east-central Alaska approximately 60 kilometers to the east of Uncle Sam. The Pogo Mine was discovered in the mid 1990's and reportedly hosts over 5 million ounces of gold. An extensive exploration data package provided to Millrock by a former operator indicates that the Uncle Sam project consists of extensive anomalous areas defined by surface gold geochemistry and a significant drill intersection of 22.31 meters grading 3.2 g/t gold, including 10.6 meters averaging 6.1 g/t gold, as well as a total of 18 other individual drill intersections of greater than 1.0 g/t gold over drilled widths ranging from 3 to 12 meters.

The Uncle Sam property was previously explored in the 1990s by Kennecott, Kiska Metals and Midas Gold. Geophysical surveys have identified two intrusive bodies with associated gold mineralization. As a result of the prior exploration work, numerous drill-ready targets exist on the Uncle Sam claim block. Millrock has carried out further geochemical sampling in areas of thick overburden using innovative methods. Results of this work are pending. This work will further define drill targets that could be ready for drilling early in 2011.

The Property consists of 194 State of Alaska mining claims covering a total area of 3,131 hectares. Neighboring claims are owned by Great American Exploration (Gamex) and Stoneboy (a subsidiary of Sumitomo). Millrock has the option to earn a 100% interest in the Property by paying a total of US$200,000, spending US$2,700,000 on exploration, and issuing one million Millrock shares. The purchase may be accelerated at any point by making any remaining cash payment, share issuance and a bonus share issuance of 500,000 Millrock shares. A 2% over-riding royalty is payable to International Royalty Corporation.

The Purchase Price

On October 12, 2010 the Company signed the LOI and paid Millrock a non refundable US$25,000 deposit. The LOI will be replaced by a definitive option to purchase agreement (the "Agreement") that will require Crescent to pay Millrock US$75,000 on signing the Agreement and issue to Millrock 9% of the issued and outstanding shares of Crescent after that issue and following the share consolidation, shares for debt settlement and part and parcel financing. To maintain the option, one year after signing the Agreement Crescent will pay Millrock US$200,000 and issue Millrock that additional number of common shares of Crescent such that Millrock will own 18% of the issued and outstanding common shares of Crescent after that issue and after any prior or concurrent share issues.

While the Agreement with Millrock is in effect Crescent will assume the cash option payments to the underlying owner of the property of US$60,000 owed on November 1, 2011 and US$60,000 owed on November 1, 2012. Millrock retains the obligation to issue any common shares of Millrock to the underlying owner pursuant to its agreement to acquire 100% of the Property from the underlying owner.

In addition Crescent will be required to incur an aggregate of US$2,500,000 in exploration and development expenditures on or for the benefit of the Property of US$300,000 by November 1, 2011, US$1,000,000 by November 1, 2012 and US$1,200,000 by November 1, 2013 in order to exercise the option.

After exercising the option, Crescent will issue to Millrock additional common shares in connection with independently verified gold resources defined on the Property as Measured or Indicated resources under National Instrument 43-101 in the following amounts:

Ounces of Gold Resources defined under NI 43-101: Common Shares of Crescent to be Issued to Millrock:
1,000,000 ounces 1,500,000 common shares
2,000,000 ounces and greater 1,000,000 common shares for every additional 1,000,000 ounces

Millrock will be the operator of the Property until November 1, 2011 and will execute the first year's exploration program and budget as approved and funded by Crescent following which Crescent will become the operator.

Crescent will issue 200,000 post consolidated common shares to a finder who introduced the Property to the Company.

The Loan

The Company does not currently have the funds to sustain itself and complete these transactions without obtaining a loan from an insider of C$100,000. This interest bearing loan at the rate of 8% per annum is in the form of an unsecured promissory note that will be due and payable from the proceeds of the part and parcel financing. The proceeds of the loan will be used to fund the initial US$25,000 non-refundable deposit paid to Millrock and a portion of the regulatory, legal and other costs of the transactions contemplated. Crescent intends to issue the lender 100,000 post consolidated common shares concurrent with repayment of the loan as a bonus.

The Consolidation

Crescent intends to seek shareholder approval to consolidate its shares on a 4 for 1 basis so that the 42,111,107 common shares that are currently outstanding will be 10,527,777 common shares after the proposed consolidation. The board of directors of the Company believes that the consolidation is necessary due to market conditions that have made it challenging to raise capital under the current share structure of the Company.

The shareholder meeting will be held as soon as practicable and a notice will be filed on the Company's profile on www.sedar.com as soon as that date has been determined.

The Debt Settlement

Crescent has reached agreement with Golden Oak Corporate Services Ltd., a company wholly owned by Doris Meyer, the Company's Chief Financial Officer and Secretary for settlement of $36,190 of unpaid consulting fees. The Company will issue 180,950 post consolidated common shares to settle this debt.

The Private Placement

To fund the acquisition of the Property and the anticipated exploration programs, Crescent will undertake a non-brokered private placement of up to 15,000,000 units (a "Unit") at $0.20 per Unit post consolidation. Each Unit will comprise one post consolidated common share and one half of one common share purchase warrant, with each whole warrant to entitle the holder to purchase one post consolidated common share at a purchase price of $0.35 for a period of twelve months following closing.

Conditions of Closing

Shareholder approval and approval of the TSX Venture Exchange (the "TSX.V") is also required for the share consolidation. The parties obligations to complete the share consolidation, Agreement and finder's fee, the loan and bonus shares, the debt settlement and the part and parcel private placement, are subject to the TSX.V approval of all elements of these transactions on terms acceptable to the parties, satisfactory results of due diligence and settlement of definitive documentation. Closing of all the transactions is conditional on closing of each of the other transactions.

The technical information in this news release was reviewed by Gregory Beischer, Millrock's President and CEO, a Qualified Person as defined in NI 43-101.

CRESCENT RESOURCES CORP.
"Michael Hopley"
President and Chief Executive Officer

"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."

Contact Information