Red Crescent Resources Limited
TSX : RCB
FRANKFURT : 7RC

Red Crescent Resources Limited

July 19, 2012 16:37 ET

Early Warning Report

TORONTO, ONTARIO--(Marketwire - July 19, 2012) - Red Crescent Resources Limited (TSX:RCB)(FRANKFURT:7RC) ("RCR")

NOT FOR DISSEMINATION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

This press release is issued pursuant to Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Link Investment and Consulting, LLP ("Link") has acquired ownership of 60,722,960 units at a price of CAD$0.05 per unit (the "Units") of Red Crescent Resources Limited (the "Issuer"), a TSX listed corporation, each Unit being comprised of one common share in the capital of the Issuer and one common share purchase warrant, each whole warrant entitling Link to purchase one additional common share in the capital of the Issuer at a per share price of CAD$0.07 until July 18, 2015. Link made an investment of CAD$1.2 million in cash and converted a USD$1.8 million loan into Units under the Private Placement, and converted CAD$15,450 owed to Link by RCR into Units. The 60,722,960 common shares acquired by Link represents approximately 41.25% of the Issuer's issued and outstanding common shares on a non-diluted basis.

Immediately after this acquisition, Link owned on a non-diluted basis an aggregate of 64,539,074 common shares in the capital of the Issuer representing approximately 41.25% of the Issuer's outstanding common shares on a non-diluted basis, plus warrants entitling Link to purchase 60,722,960 common shares in the capital of the Issuer or, assuming exercise of these warrants, an aggregate of 125,262,034 common shares or approximately 57.33% of the Issuer's common shares on a non-diluted basis.

The Units were acquired for investment purposes by Link, by cash subscription and debt conversion, through a private placement offering conducted by the Issuer. Link intends to evaluate these holdings and to increase or decrease its investment in the Issuer as circumstances warrant.

A voting trust agreement (the "Voting Trust Agreement") has been entered into between Link and several shareholders of the Issuer (the Issuer is not a party to the Voting Trust Agreement). The Voting Trust Agreement provides that Cem Elmastas, acting as a representative for Link, will act as voting trustee (the "Voting Trustee"). The Voting Trustee has the power to vote the shares in the voting trust in a manner as it sees fit. Each shareholder who is a party to the Voting Trust Agreement may sell, at their sole discretion, up to 15% of their respective voting shares, at the end of each calendar year. Link will have a right of first refusal on the sale of the voting shares. The Voting Trust Agreement will remain in effect for 5 years subject to certain termination provisions.

A report respecting this acquisition will be filed with the Securities Commission in each jurisdiction where the Issuer is reporting and will be available for viewing through the Internet at the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

Link Investment and Consulting LLP

By:

Cem Elmastas, Authorized Signatory

Contact Information

  • Red Crescent Resources Limited
    Cem Elmastas
    + 44 207 649 97 90
    + 44 207 437 70 02 (FAX)
    info@linkiac.com