Creso Exploration Inc.

Creso Exploration Inc.

August 29, 2012 13:22 ET

Creso Exploration Announces Initial Closing of Private Placement

MONTREAL, QUEBEC--(Marketwire - Aug. 29, 2012) - Creso Exploration Inc. ("Creso" or the "Corporation") (TSX VENTURE:CXT)(OTCQX:CRXEF)(FRANKFURT:C3X) is pleased to announce the initial closing of its private placement ("Private Placement") of up to 10,000,000 units (each a "Unit") for gross proceeds of $500,000. In the initial closing a total of 2,000,000 units were issued for gross proceeds of $100,000. Additional closing may occur up until September 20, 2012.

Each Unit consists of one common share (a "Common Share") and one Common Share warrant (a "Warrant"), with each Warrant entitling its holder to purchase a Common Share at $0.10 over a two-year period. All securities issued pursuant to the Private Placement are subject to regulatory approval and have a hold period of four months from the date of closing. No commission was paid in relation to the Private Placement. Two insiders of the Corporation participated in this tranche of the Private Placement for a total of $62,000. The participation of the two insiders in the Private Placement constitutes a "related party transaction" under Multilateral Instrument 61-101 -Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, it is exempt from both the formal valuation and minority shareholder approval requirements of MI 61-601 in connection with the Private Placement because neither the fair market value of the securities to be issued, nor the consideration for such securities, is expected to exceed 25% of the Company's market capitalization as calculated in accordance with MI 61-601.

The proceeds of Private Placement will be used for working capital and general corporate purposes. On July 9, 2012, the Corporation announced the closing of a non-brokered private placement for total consideration of $500,000 to finance exploration work on Creso's Shining Tree properties.

The Units have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.

About Creso

The Corporation's principal mining exploration holdings are located in the Shining Tree mining camp of Northern Ontario within 100 km of the Timmins and Kirkland Lake mining camps.

FORWARD LOOKING STATEMENTS: This press release contains forward-looking statements that address future events and conditions, which are subject to various risks and uncertainties. Actual results could differ materially from those anticipated in such forward- looking statements as a result of numerous factors, some of which may be beyond the Corporation's control. These factors include: results of exploration activities, general market and industry conditions, and other risks disclosed in the Corporation's filings with Canadian Securities Regulators.

Forward-looking statements are based on the expectations and opinions of the Corporation's management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Corporation expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law. Depending on exploration results and available financing, the Corporation may at any point modify its work program.

Neither 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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