Creso Exploration Inc.
TSX VENTURE : CXT
FRANKFURT : C3X
OTCQX : CRXEF

Creso Exploration Inc.

April 29, 2011 09:28 ET

Creso Options Up to Approximately 70% Interest in Part of the Shining Tree Property to Hunter Dickinson in a $43 Million Deal

MONTREAL, QUEBEC--(Marketwire - April 29, 2011) - Creso Exploration Inc. ("Creso" or the "Corporation") (TSX VENTURE:CXT)(OTCQX:CRXEF)(FRANKFURT:C3X) is pleased to announce that Hunter Dickinson Resources Ltd. ("Hunter Dickinson"), a subsidiary of Hunter Dickinson Inc., has signed an agreement to acquire up to a 69.95% interest in a portion of the Company's Shining Tree property position (the "Project") in NE Ontario. A binding letter agreement ("Letter Agreement") has been executed and is subject to, among other things, completion of due diligence ("Due Diligence") within 60 days.

Pursuant to the terms and conditions of the Letter Agreement, Hunter Dickinson, or its nominated affiliate, can acquire up to a 69.95% interest in a limited partnership to which Creso will transfer its interests in certain claims. The joint area of these claims totals approximately 17% of the 284 km² in which Creso has property interests in and around the Shining Tree district. In order to acquire its 69.95% interest, Hunter Dickinson's obligations will include:

  • the completion of four staged $500,000 private placements in Creso that will total $2 million. The private placement funds will be used for general working capital purposes that Creso will apply to its ongoing operations to create further value for its shareholders; and

  • staged exploration expenditures on the Project totaling at least $41 million.

Private Placements:

The initial $500,000 private placement will be made on the effective date of the definitive agreement (the "Effective Date"), with the three additional private placements to be executed on the first, second, and third anniversaries of the Effective Date. The initial private placement will consist of 1 million units at a subscription price of $0.50 each, with each unit consisting of one common Creso share and one full warrant entitling the holder to subscribe within two years for one common Creso share at $0.65.

The three additional private placements of $500,000 each will bring the total subscription consideration to $2 million, with each subscription unit to consist of one common Creso share and one-half of a warrant. The subscription price of each unit will equal the volume-weighted average closing market price of Creso common shares on the TSX-V over the 20 trading days immediately preceding the date of issuance of each unit, with each full warrant entitling the holder to subscribe within two years for one common share in Creso at a subscription price at a 30% premium to the corresponding unit price.

Exploration Expenditures:

In addition to the private placement funds of $2 million, Hunter Dickinson is required to incur $16 million in exploration and development expenditures by the Third Anniversary of the Effective Date (the "Investment Date") to retain a 50.95% interest in the Project. Once this initial ownership interest is retained, Hunter Dickinson will have an option to earn an additional 9% ownership interest for a total 59.95% interest within two years of the Investment Date (the "First Option Date") by incurring exploration expenditures to a combined sum of at least $10 million; or delivering a pre-feasibility study (as defined in NI 43-101) relating to the Project. On earning the First Option, Hunter Dickinson will have a Second Option to earn an additional 10% ownership interest, for a total 69.95% interest, by incurring exploration expenditures of at least $15 million within two years of the First Option Date; or delivering a feasibility study (as defined by NI 43-101) relating to the Project. At this point, Creso will retain a 29.95% interest in the Project and the general partner of the limited partnership, will hold the remaining 0.1% interest.

Hunter Dickinson will be the operator of the Project as long as they continue their involvement, and all exploration and development decisions will be done by a Management Committee made-up of three representatives of Hunter Dickinson and two representatives of Creso. If a Partner's interest is to be diluted, it will be done so on a straight-line basis. If Hunter Dickinson fails to complete the minimum expenditure or payment requirements at the initial stage of its earn-in, then it will forfeit all interests in the Project. If Hunter Dickinson fails to complete the requirements to exercise each option, then it will not acquire the additional interest that would have been acquired if it had exercised that option. If either partner drops below a 10% working interest, then that interest will be converted to a 5% net profits interest royalty.

The Project consists of claims in which Creso has property interests that include the Minto, Tyranite, Duggan, Matona, Porphyry Lake, Indian Lake, and other surrounding claims.

Pierre Gauthier, Chairman of Creso commented, "We are looking forward to working with Hunter Dickinson's very capable group to establish economic viability on one or more properties on Creso's holdings. The Creso team is extremely happy to see its work come to fruition with a more assured development plan for the future through this Option Agreement."

The transactions disclosed in this news release are subject to regulatory approval.

This Press Release has been reviewed and approved by Mr. Alex Kutah, M. Sc, P. Geo., a Qualified Person under National Instrument 43-101.

About Hunter Dickinson Inc.

Hunter Dickinson is a private company based in Vancouver, B.C. and is associated with a suite of publicly traded companies engaged in mineral exploration, development, and mine operations around the world. Hunter Dickinson's multi-disciplinary team of approximately 120 financial and technical specialists provides professional services to successful mine operators and developers on four continents, with interests in gold, copper, platinum-group metals, molybdenum, zinc, silver, and diamonds. Hunter Dickinson-managed companies have successful track records for identifying, acquiring, developing, permitting, and mining globally significant mineral deposits.

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, with additional interests held in base metal properties in Guatemala.

FORWARD LOOKING STATEMENTS: This press release contains forward-looking statements, which address future events and conditions, which are subject to various risks and uncertainties. Forward looking statements in this press release may be identified by the words "estimate", "believe", "anticipate", "intend", "expect", "plan", "may", "should", "will", and the negative thereof or other variations thereon or comparable terminology. 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 Company'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. Execution of the definitive agreement is subject to successful due diligence by Hunter Dickinson, and completion of the proposed work programs will be dependent upon exploration results.

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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