Crescent Resources Corp.

Crescent Resources Corp.

July 21, 2009 08:02 ET

Crescent Resources Signs Letter Agreement to Acquire Rattlesnake Hills Gold Properties, Wyoming and Announces Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 21, 2009) - Crescent Resources Corp. (TSX VENTURE:CRC) ("Crescent") is pleased to announce that it has signed a Letter Agreement ("LOA") to acquire up to a 100% interest in certain mineral claims covering approximately 4,000 acres located in the Rattlesnake Hills area, Natrona County, Wyoming, USA (the "Properties"). The Properties are adjacent to and within approximately 5 kilometres of Evolving Gold's Rattlesnake Hills property where recent drilling results suggest the possibility of a new large gold deposit. There appear to be many similar geological features between the Properties and Evolving Gold's Rattlesnake Hills property.

Crescent can acquire an initial 80% interest in the Properties by completing the following:

- Crescent will pay the owners US$85,000 on signing the agreement as reimbursement of previously paid property payments;

- Crescent will issue to the owners a total of 5,000,000 Crescent shares; half of which to be issued on signing of a definitive acquisition agreement and the remaining 2,500,000 shares on the 18 month anniversary of the agreement;

- Crescent can purchase the remaining 20% of the Properties from the owners at a price based on the value established by a bankable feasibility study completed by a third-party engineering company;

- The owners will retain a 2% net smelter royalty on the Properties. This royalty can be reduced to 1% by Crescent paying the owners US$1,000,000;

- On signing of the agreement John Glasscock, one of the owners of the properties and a geologist with over 25 years mineral exploration experience in the western United States, will be hired as Vice President Exploration US Operations for Crescent. In addition, Crescent will pay Mr. Glasscock's geological services company consulting fees of US$15,000 per month for an 18 month period to manage planned exploration work on the Rattlesnake Hills project;

- The transaction remains subject to a definitive agreement, a site visit to the Property, legal due diligence and regulatory approval.


Crescent Resources also announces that in connection with this acquisition it proposes to raise up to $500,000 by way of a non-brokered private placement through the issuance of up to 5,000,000 units at a price of $0.10 per unit (the "Unit"). Each Unit will consist of one common share and one common share purchase warrant, with each warrant entitling the subscriber to purchase one additional common share in the capital of the Company at a price of $0.20 for two years from closing of the private placement. The Company will pay a finder's fee as allowed under the TSX Venture Exchange policies. The private placement is subject to compliance with applicable securities laws and to receipt of regulatory approval.

Proceeds of this private placement will be used for acquisition costs and exploration work on the Rattlesnake Hills Properties, as well as general corporate purposes.

The Qualified Person responsible for this release is Michael Hopley, President and Chief Executive Officer of Crescent Resources Corp.


Michael Hopley, President and Chief Executive Officer

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this News Release.

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