Crescent Resources Corp.

Crescent Resources Corp.

December 17, 2010 08:01 ET

Crescent Signs Definitive Agreement on Uncle Sam

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 17, 2010) - Crescent Resources Corp. (TSX VENTURE:CRC) ("Crescent" or the "Company") is advancing its previously announced reorganization plans. 

At a special meeting of shareholders of the Company held on December 15, 2010 shareholders passed (over 95% in favour) a special resolution, to consolidate the Company's share capital on the basis of one new post-consolidated common share ("New Share"), without par value, for every existing four common shares of the Company. 

In addition to completing the consolidation the Company has completed or intends to complete the following series of transactions:

  1. a definitive option agreement (the "Option Agreement") dated December 15, 2010 with Millrock Resources Inc. ("Millrock") was executed to formalize the option granted by Millrock to the Company to acquire a 100% interest in Millrock's rights to the Uncle Sam gold exploration property located 75 kilometers southeast of Fairbanks, Alaska;
  1. pursuant to the terms of the Option, pay a portion of the purchase price to Millrock (US$75,000) within 10 business days of the date of receipt of the final approval of the TSX Venture Exchange (the "Exchange") for the Option Agreement (the "Effective Date");
  1. issue 200,000 New Shares to a finder in connection with the Option after the Effective Date;
  1. issue 180,950 New Shares to settle $36,190 of debt owed to an officer of the Company;
  1. repay to a director of Crescent, a loan of $100,000, and issue 100,000 New Shares as loan bonus shares in connection with the provision of the loan, as allowed under the policies of the Exchange;
  1. close a non-brokered private placement (the "Private Placement") of up to 5,000,000 units (each a "Unit") at $0.20 per Unit on a post-consolidation basis. Each Unit will be comprised of one New Share and one-half of one common share purchase warrant, with each whole warrant entitling the holder to purchase one New Share at an exercise price of $0.35 for a period of twelve months following closing of the Private Placement; and
  1. pursuant to the terms of the Option Agreement, issue that number of New Shares to Millrock which will result in Millrock holding 9% of the issued and outstanding New Shares after such issuance and following the consolidation, the closing of the Private Placement and the issue of the finder's shares, debt shares and loan bonus shares.

The Company has received conditional approval from the Exchange to close the Private Placement subject to the Exchange approving the acquisition of the interest in the Uncle Sam property. The Company has submitted an independently authored technical report on the Uncle Sam property compliant with NI 43-101 to the Exchange for review as part of its submission to have the acquisition approved.

All of the transactions remain subject to Exchange approval.


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.

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