Red Crescent Resources Limited
TSX : RCB
FRANKFURT : 7RC

Red Crescent Resources Limited

December 08, 2011 08:53 ET

Red Crescent Provides Update on Proposed Non-Brokered Private Placement

TORONTO, ONTARIO--(Marketwire - Dec. 8, 2011) -

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

Red Crescent Resources Limited (TSX:RCB)(FRANKFURT:7RC) (the "Company"), a base metals focused mineral exploration and mine development company with operations in Turkey, is pleased to announce that it has received conditional approval of Toronto Stock Exchange ("TSX") of its previously announced non-brokered private placement (the "Private Placement") of up to 14,000,000 units of the Company (each, a "Unit") at a price of $0.25 per Unit. Each Unit is comprised of one common share of the Company ("Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Common Share at a price of $0.40 per share (subject to adjustment as provided below) for a period of 24 months from the date of issuance.

In addition to standard adjustment provisions to be contained in the certificates representing the Warrants, the Warrants will also be subject to the following adjustment provision: in the event that the Common Shares trade on TSX at or above a closing market price of $0.40 per share on any fifteen (15) trading days (whether or not such trading days are consecutive) during the period from the date of issuance of the Warrant to the 180th day after the date of issuance of the Warrant, the exercise price of each Warrant will automatically adjust to $0.52 per share for the remainder of the exercise term of such Warrant.

The Company has agreed to pay on closing to certain eligible persons: (a) a cash finder's fee of up to 6% of the gross proceeds raised from the sale of Units under the Private Placement; and (b) that number of finder's warrants (each, a "Finder's Warrant") that is equal to up to 6% of the number of Units sold under the Private Placement. Each Finder's Warrant will entitle the holder thereof to acquire one Common Share for a period of 24 months from the date of issuance at an exercise price of Cdn$0.40 per Common Share, subject to the same adjustment provisions as the Warrants set out above.

The Private Placement is subject to final approval of TSX and, since the Private Placement will provide for the issuance of greater than 25% of the currently outstanding Common Shares, the rules of TSX require that the Company obtain approval of the Private Placement from the holders of a majority of the outstanding Common Shares. The rules of TSX provide that such approval may be obtained in writing from shareholders holding a majority of the outstanding Common Shares without the requirement to convene a shareholders' meeting for such purposes, and the Company intends to obtain shareholder approval in connection with the Private Placement in such a manner.

Assuming the Private Placement is fully subscribed and assuming the exercise in full of the Warrants and the exercise in full of the Finder's Warrants, an aggregate of 28,840,000 Common Shares will be issued pursuant to the Private Placement, representing in aggregate approximately 30.9% of the 93,257,802 currently issued and outstanding Common Shares. Assuming the Private Placement is fully subscribed, following the completion of the Private Placement, there will be 107,257,802 Common Shares issued and outstanding. Assuming the Private Placement is fully subscribed and assuming the exercise in full of the Warrants and the exercise in full of the Finder's Warrants, there will be 122,097,802 Common Shares issued and outstanding.

The closing of the Private Placement is anticipated to occur on or about December 16, 2011, or such other date as the Company may elect.

The statements made in this press release may contain forward-looking statements that may involve a number of risks and uncertainties. Actual events or results could differ materially from the Company's expectations and projections.

About Red Crescent Resources

Red Crescent Resources (TSX:RCB)(FRANKFURT:7RC) is a Turkey-based junior mining company targeting historically inaccessible areas where no modern application of exploration techniques or technology has been applied, with high potential for discovery of significant base metal deposits. For more information, please visit: www.redcrescentresources.com.

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