SOURCE: Crest Petroleum Corp.

SOURCE: GFG Resources Inc.

GFG Resources Inc.

October 21, 2016 19:17 ET

GFG and Crest Complete Reverse Take-Over Transaction

SASKATOON, SK--(Marketwired - October 21, 2016) -

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

GFG Resources Inc. ("GFG" or the "Company") and Crest Petroleum Corp. (NEX BOARD: CTP.H) ("Crest") are pleased to announce the completion of the previously announced reverse take-over transaction ("RTO").

Reverse Takeover

Pursuant to the RTO, Crest has acquired, on a one for one basis, all of the issued and outstanding shares of GFG in exchange for a total 38,503,483 common shares of Crest (the "Crest Shares"), of which 9,806,536 Crest Shares are subject to escrow restrictions for a period of three years in accordance with the polices of the TSX Venture Exchange (the "Exchange"). The remaining 28,696,947 Crest Shares are subject to a mandatory pooling restriction of which 25% are immediately free-trading and the remaining 75% are subject to a six month hold period expiring April 21, 2017. Certificates and/or letters of transmittal for Crest Shares are being processed and will be mailed out to the shareholders of GFG early next week.

As a result of the RTO, there are now a total of 43,253,483 common shares and 300,000 stock options of Crest outstanding.

New Board and Management

Concurrent with closing of the RTO, all of the existing directors and officers of Crest have resigned and the board of directors and management of Crest are now comprised of the following individuals:

Brian N. Skanderbeg - President, Chief Executive Officer and director

Jonathan T. Awde - Director

Patrick G. Downey - Director

Stephen de Jong - Director

Rick G. Johnson - Chief Financial Officer and Secretary

Timothy R. Brown - Vice-President, Exploration

Marc J. Lepage - Vice-President, Business Development

Full details concerning the RTO and descriptions of the new board of directors and management are included in the joint information circular of GFG and Crest dated September 7, 2016, a copy of which is available for review on SEDAR.

Rick Johnson, who is a new addition to the management team, has over 25 years experience in accounting, audit, tax and corporate governance. Most recently, Mr. Johnson was the CFO, Vice-President of Finance and Corporate Secretary of Claude Resources Inc., which was acquired by Silver Standard Resources Inc. earlier this year. Mr. Johnson holds a Bachelor of Commerce degree from the University of Saskatchewan and is a member of CPA Canada.

Name and Symbol Change

In conjunction with the completion of the RTO, Crest expects to change its name to GFG Resources Inc. and begin trading on the Exchange as a Tier 2 Mining Issuer under the new symbol "GFG" on or about October 27, 2016 following and subject to final Exchange acceptance of the RTO.

GFG Resources Inc. is a gold exploration company headquartered in Saskatoon, Saskatchewan, Canada. The Company owns 100% of the Rattlesnake Hills Project, a district scale gold exploration project located approximately 100 kilometers southwest of Casper, Wyoming U.S. 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.

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.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

All statements, other than statements of historical fact, contained in this news release constitute "forward-looking information" within the meaning of applicable Canadian securities laws and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (referred to herein as "forward-looking statements"). Forward-looking statements include, but are not limited to, statements with respect to the change of name and symbol for the Company and timing thereof, anticipated acceptance of final RTO documentation by the Exchange, future price of gold, success of exploration activities and metallurgical test work, permitting time lines, currency exchange rate fluctuations, requirements for additional capital, government regulation of exploration work, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes", or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results, "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof.

All forward-looking statements are based on various assumptions, including, without limitation, the expectations and beliefs of management, the assumed long-term price of gold, that the Company will receive required permits and access to surface rights, that the Company can access financing, appropriate equipment and sufficient labour, and that the political environment within the United States will continue to support the development of mining projects in the United States. In addition, the similarity or proximity of other gold deposits of the Rocky Mountain alkaline province to the Rattlesnake Hill Project is not necessary indicative of the geological setting, alteration and mineralization of the Rattlesnake Hills Project.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of GFG to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: actual results of current exploration activities; environmental risks; future prices of gold; operating risks; accidents, labour issues and other risks of the mining industry; delays in obtaining government approvals or financing; and other risks and uncertainties. These risks and uncertainties are not, and should not be construed as being, exhaustive.

Although GFG has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance 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, forward-looking statements are provided solely for the purpose of providing information about management's current expectations and plans and allowing investors and others to get a better understanding of our operating environment. Accordingly, readers should not place undue reliance on forward-looking statements.

Forward-looking statements in this news release are made as of the date hereof and GFG and Crest assume no obligation to update any forward-looking statements, except as required by applicable laws.

Contact Information

  • For further information, please contact:

    GFG RESOURCES INC.

    Brian Skanderbeg
    President & CEO
    Phone: (306) 931-0930

    or

    Marc Lepage
    Vice President, Business Development
    Phone: (306) 931-0930
    Email: info@gfgresources.com
    Website: www.gfgresources.com