Crest Petroleum Corp.
TSX VENTURE : CTP.H

September 12, 2016 08:00 ET

Crest Petroleum Updates Proposed Reverse Takeover with GFG Resources Inc. and Calls Shareholders Meeting

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 12, 2016) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Crest Petroleum Corp. (TSX VENTURE:CTP.H) ("Crest") is pleased to announce that, further to its news release of June 27, 2016, it has entered into a formal arrangement agreement (the "Arrangement Agreement") with GFG Resources Inc. ("GFG") to acquire 100% of the issued and outstanding securities of GFG in exchange for like securities of Crest on a one for one basis that will result in a reverse take-over and change of control of Crest by the shareholders of GFG (the "Transaction").

GFG Resources is a private British Columbia company which owns a 100% interest in the Rattlesnake Hills gold exploration project (the "Rattlesnake Hills Project") comprised of 1,281 unpatented lode mining claims and seven (7) state fee land leases totalling approximately 26,500 acres in Natrona County, Wyoming, U.S.A.

GFG has recently completed, by way of share exchange, its acquisition of GFG US and a series of private placements totalling 17,090,564 shares at a price of US$0.25 per share for gross proceeds of US$4,272,641. As of result, there are currently 36,140,983 common shares of GFG ("GFG Shares") outstanding and GFG has cash on hand of approximately US$3,490,984 and a working capital surplus of approximately US$3,472,554.

There are also 2,562,500 GFG stock options ("GFG Options") outstanding, of which 2,262,500 options will expire immediately prior to closing of the Transaction, unless exercised before such time. Accordingly, GFG anticipates that these 2,262,500 GFG Options will be exercised prior to closing at a price of US$0.25 per share for additional proceeds of US$565,625.

There are currently 4,750,000 common shares of Crest ("Crest Shares") outstanding. If all of the GFG Options are exercised, Crest will issue 38,403,483 Crest Shares to the shareholders of GFG (the "GFG Shareholders") under the Transaction for a total of 43,153,483 Crest Shares outstanding, of which the GFG Shareholders will own approximately 88.99% and the current shareholders of Crest will own approximately 11.01%.

The Transaction

Under the Transaction the GFG Shareholders will exchange all GFG Shares for Crest Shares on a one GFG Share for one Crest Share basis. In addition, the remaining 300,000 GFG Options (after giving effect to the exercise or expiry of the 2,262,500 GFG Options noted above) will be exchanged for stock options of Crest on the same one for one basis.

The Transaction is subject to standard closing conditions for transactions of this nature as well as all requisite regulatory approvals including the acceptance of the TSX Venture Exchange (the "TSXV") and a final order of the Supreme Court of British Columbia (the "Court") as to the fairness of the Transaction.

The Transaction is also subject to the respective approvals of the GFG Shareholders and the "disinterested shareholders" of Crest (the "Disinterested Crest Shareholders"). GFG and Crest have each called an annual general and/or special meeting of its shareholders for Friday, October 14, 2016 to, inter alia, approve the Transaction. The record date for the Crest shareholders entitled to receive notice of and to attend and vote at Crest's shareholders meeting (the "Crest Meeting") is August 31, 2016.

In conjunction with the Crest and GFG shareholder meetings, Crest and GFG have prepared a joint information circular dated September 7, 2016 (the "Circular") describing in greater detail, inter alia, the terms of the Transaction, the assets and properties of Crest and GFG, the proposed directors and officers of Crest following completion of the Transaction (the "Resulting Issuer") and the business to be carried on by the Resulting Issuer after closing. A copy of the Circular has been filed with and is available for review under Crest's profile on SEDAR at www.sedar.com.

Certain insiders of Crest and GFG are "related parties" for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the policies of the TSXV and are therefore excluded from voting their shares at the Crest Meeting for the purposes of approving the Transaction. In particular, Richard S. Silas, Crest's President and Chief Executive Officer, is the Corporate Secretary of GFG US and a shareholder of GFG, Michael Waldkirch, Crest's Chief Financial Officer, is a consultant to and shareholder of GFG and Michael Keast, a director of Crest, is a principal shareholder of a private company which currently owns in excess of 5% of the issued and outstanding GFG Shares and Crest Shares. In addition, Jonathan Awde, a director of GFG and a proposed director of the Resulting Issuer, owns more than 5% of the issued and outstanding shares in both Crest and GFG. As a result of the foregoing, the Transaction constitutes a "related party transaction" under MI 61-101 and the policies of the TSXV and Crest intends to rely upon the exemption from the requirement to obtain a formal valuation for the Transaction on the basis that no securities of Crest are listed or quoted on the TSX, NYSE, NYSE-MKT, NASDAQ or any stock exchange outside of Canada or the United States.

Closing of the Transaction is also subject to GFG Shareholders holding no more than 5% of the issued and outstanding GFG Shares exercising "dissent rights" with respect to the Transaction and either Crest or GFG may terminate the Arrangement Agreement if the Transaction has not been completed on or before November 30, 2016.

If the Transaction is approved by the GFG Shareholders and the Disinterested Crest Shareholders on October 14, 2016, GFG intends to apply to the Court on October 18, 2016 for a final order approving the Transaction and a declaration that the Transaction is fair and reasonable to the holders of GFG securities. If granted, it is anticipated that, subject to acceptance of the TSXV, closing of the Transaction will take place on or about October 21, 2016.

It is anticipated that the Resulting Issuer will qualify as a Tier 2 Mining Issuer pursuant to the requirements of the TSXV.

Rattlesnake Hills Project

The Rattlesnake Hills Project is a district scale intermediate stage gold exploration prospect located approximately 100 kilometers southwest of Casper, Wyoming. The geologic setting, alteration and mineralization seen in the Rattlesnake Hills are similar to other gold deposits of the Rocky Mountain alkaline province which, collectively, have produced over 50 million ounces of gold. Exploration efforts by a number of companies have identified significant zones of precious metal mineralization at North Stock, Antelope Basin and South Stock that share similarities with mineralization seen in the Cripple Creek Mining District. More recently, NV Gold Corporation intersected gold mineralization in 2014 at the Black Jack area, located nearly 5 miles to the west of the mineralization around North Stock, Antelope Basin and South Stock. The proximity or similarity of other gold deposits of the Rocky Mountain alkaline province and Cripple Creek Mining District are not necessarily indicative of the gold mineralization in the Rattlesnake Hills Project.

Historic drilling in the Rattlesnake Hills Project includes both reverse circulation drilling and core drilling by the various companies. A total of 258,540 feet (78,803 metres) has been drilled through 2014. In addition, nearly 6,000 soil samples and 3,000 rock samples have been collected. The primary exploration target at the Rattlesnake Hills Project is potentially bulk mineable Alkalic Intrusion Associated Gold - Silver deposits. Mesothermal, porphyry and low sulphidation epithermal gold mineralization may also be present.

The Rattlesnake Hills Project is the subject of an independent technical report by APEX Geoscience Ltd. dated August 15, 2016 (the "Rattlesnake Report") prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"), a copy of which is available for review under Crest's profile on SEDAR at www.sedar.com. The Rattlesnake Report recommends a two phase exploration program for the Rattlesnake Hills Project. Phase 1, which is currently underway by GFG, includes a field program comprising soil sampling, an airborne VTEM geophysical survey paired with detailed geologic and structural mapping at a budgeted cost of approximately US$393,000. To date, no results from the Phase 1 work completed by GFG have been received by GFG or Crest. Dependant on the results from Phase 1, the Resulting Issuer will proceed to carry out the recommended Phase 2 exploration program consisting of soil sampling, infill and step out drilling and metallurgical test work to continue the evaluation and development of known mineralized target areas as well as other previously untested areas of the Rattlesnake Hills Project. In addition, data compilation and validation with the ultimate goal of developing an NI 43-101 compliant mineral resource estimate at North Stock and Antelope Basin is recommended. The Phase 2 sampling, drilling, metallurgical and resource estimation program is estimated to cost approximately US$1,620,000. The costs of both Phase 1 and Phase 2 of the recommended exploration program for the Rattlesnake Hills Project will be funded out of GFG's current working capital surplus.

Brian Skanderbeg, the President and Chief Executive officer of GFG and the proposed President and Chief Executive Officer of the Resulting Issuer, is a professional geologist and the qualified person under NI 43-101 responsible for approving the scientific and technical information contained in this news release.

All information contained in this news release with respect to Crest and GFG was supplied by the respective parties for inclusion herein and each party and its directors and officers have relied on the other party for all information concerning the other party contained herein.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and disinterested shareholder approval. The Transaction cannot close until the required shareholder and regulatory acceptance is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Circular prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Crest should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the Transaction, the anticipated exercise of existing GFG Options, future developments and the business and operations of the Resulting Issuer following completion of the proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties, uncertain capital markets; and delay or failure to receive shareholder, Court or regulatory approvals for the Transaction. There can be no assurance that the Transaction will proceed on the terms contemplated above or at all and that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. In addition, the presence of gold deposits on properties similar to or in close proximity with the Rattlesnake Hills Project is not necessarily indicative of the gold mineralization in the Rattlesnake Hills Project. Accordingly, readers should not place undue reliance on forward-looking statements. Crest and GFG disclaim 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 law.

THIS NEWS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES AND NEITHER CREST NOR GFG RESOURCES IS SOLICITING AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

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