Crescent Resources Corp.
TSX VENTURE : CRC

Crescent Resources Corp.

November 25, 2010 08:31 ET

Update on Crescent Reorganization Plans

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 25, 2010) - Crescent Resources Corp. (TSX VENTURE:CRC) ("Crescent" or the "Company") is advancing its previously announced reorganization plans.

At a special meeting of shareholders of the Company to be held on December 15, 2010 shareholders will be asked at the meeting to consider and, if thought fit, to pass a special resolution, to consolidate (the "Consolidation") the Company's share capital on the basis of one new post-consolidated common share (a "New Share"), without par value, for every existing four common shares of the Company. The Consolidation is also subject to the approval of the TSX Venture Exchange (the "Exchange"). 

In addition to completing the Consolidation if shareholder approval is obtained, the Company intends to complete the following series of transactions, as described in the Company's press releases on October 13, 2010 and October 19, 2010, subject to Exchange approval:

  1. execute a definitive option agreement (the "Option Agreement") with Millrock Resources Inc. ("Millrock") by December 3, 2010 in respect of an option (the "Option") granted by Millrock to the Company pursuant to the terms of a letter agreement (the "Letter Agreement") dated October 12, 2010, as amended on November 15, 2010, between the Company and Millrock. Pursuant to the Letter Agreement, Millrock granted the Option to the Company to acquire a 100% interest in Millrock's rights to the Uncle Sam gold exploration property (the "Property") located 75 kilometers southeast of Fairbanks, Alaska;
  1. pursuant to the terms of the Option, pay a portion of the purchase price to Millrock (US$75,000) within 10 business days of the date of receipt of the final approval of the Exchange for the Option Agreement (the "Effective Date");
  1. issue 200,000 New Shares to a finder in connection with the Option after the Effective Date;
  1. issue 180,950 New Shares to settle $36,190 of debt owed to an officer of the Company;
  1. repay to a director of Crescent, a loan of $100,000, and issue 100,000 New Shares as loan bonus shares in connection with the provision of the loan, as allowed under the policies of the Exchange; and
  1. pursuant to the terms of the Option, issue that number of New Shares to Millrock which will result in Millrock holding 9% of the issued and outstanding New Shares after such issuance and following the Consolidation, the closing of the Private Placement and the issue of the finder's shares, debt shares and loan bonus shares.
  1. close a non-brokered private placement (the "Private Placement") of up to 5,000,000 units (each a "Unit") at $0.20 per Unit on a post-consolidation basis. Each Unit will be comprised of one New Share and one-half of one common share purchase warrant, with each whole warrant entitling the holder to purchase one New Share at an exercise price of $0.35 for a period of twelve months following closing of the Private Placement;

The Company has received conditional approval from the Exchange to close the Private Placement subject to the Exchange approving the acquisition of the Property. The Company has submitted an independently authored technical report on the Uncle Sam property compliant with NI 43-101 to the Exchange for review as a part of its submission to have the acquisition approved.

All of the transactions, remain subject to Exchange approval, and the Consolidation is also subject to shareholder approval.

CRESCENT RESOURCES CORP.   

Michael Hopley, President and Chief Executive Officer   

"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."

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