Red Crescent Resources Limited
TSX : RCB
FRANKFURT : 7RC

Red Crescent Resources Limited

July 03, 2012 17:28 ET

Red Crescent Provides Update on Proposed Private Placement With Link Investment & Consulting LLP

TORONTO, ONTARIO--(Marketwire - July 3, 2012) -

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

Red Crescent Resources Limited (TSX:RCB)(FRANKFURT:7RC) ("RCR"), 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") for the previously announced private placement of up to 64,000,000 units of RCR (a "Unit") at $0.05 per Unit (the "Private Placement"). Each Unit will consist of one common share of RCR (a "Common Share") and one Common Share purchase warrant of RCR (a "Warrant"). Each Warrant will entitle the holder to acquire an additional Common Share at a price of CAD$0.07 per Common Share for a period of three years from the date of issuance. Link Investment & Consulting LLP ("Link"), an arm's length party to RCR, has agreed to make an investment of CAD$1.2 million in cash and convert USD$1.8 million of debt into Units under the Private Placement. In addition, Link as well as other creditors, may be issued up to 2 million additional Units under the Private Placement in satisfaction of certain indebtedness due to them amounting to approximately $100,000. The other creditors are RCR's Canadian legal counsel who will convert CAD$23,750 into Units, representing a portion of legal fees owing to it by RCR, Link who will convert CAD$15,450 into Units, representing a portion of marketing fees owed to it by RCR and RCR's Turkish legal counsel who will convert €34,000 into Units, representing a portion of legal fees owed to it by RCR.

Link presently owns 3,816,114 Common Shares of RCR representing approximately 4% of RCR's issued and outstanding Common Shares and following closing will own approximately 41.3% of RCR's issued and outstanding Common Shares. Assuming the exercise in full of the Warrants issued to Link, Link will own approximately 57.33% of RCR's issued and outstanding Common Shares. As a result, the Private Placement will materially affect the control of RCR. The cash proceeds from the Private Placement are planned to be used primarily to advance the cash generating capability of the Hakkari project and for general corporate purposes.

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 and will materially affect the control of RCR, the rules of TSX require that RCR 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, an aggregate of up to 125,000,000 Common Shares will be issued pursuant to the Private Placement, representing approximately 132% of the 94,377,182 currently issued and outstanding Common Shares. Assuming the Private Placement is fully subscribed, following the completion of the Private Placement, there will be approximately 156,443,842 Common Shares issued and outstanding. Assuming the Private Placement is fully subscribed and assuming the exercise in full of the Warrants, there will be approximately 218,510,502 Common Shares issued and outstanding.

The closing of the Private Placement is anticipated to occur on or about July 10, 2012, or such other date as RCR may elect.

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

About Red Crescent Resources Limited

Red Crescent Resources Limited (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.

About Link Investment and Consulting LLP

Link is a company maintaining its corporate offices in London, United Kingdom and specializes in the trading, investment and marketing of non-ferrous ores and concentrates on a worldwide basis. The key personnel of Link have extensive experience in their fields, maintaining a strong global network of contacts with investors, producers, consumers and international merchants, as well as a strong history of working in Turkey.

Link has an exclusive marketing agreement with RCR for the sale of production from the three existing properties under development in Turkey. A partner in Link is a director of RCR.

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