Pinecrest Closes $1,501,500 Private Placement
{5093-001/01492888.DOCX.}
NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES
PINECREST RESOURCES LTD.
Suite 1680 – 200 Burrard Street
Vancouver, British Columbia, Canada, V6C 3L6
NEWS RELEASE
PINECREST CLOSES $1,501,500 PRIVATE PLACEMENT
April 5, 2017 TSX-V: PCR
Vancouver, British Columbia: Pinecrest Resources Ltd. (TSX -V: PCR) (the “Company” or “Pinecrest”)
is pleased to announce that the Company has closed its non-brokered private placement financing
previously announced on March 20, 2017 for gross proceeds of $1,501,500 (the “Private Placement”).
The proceeds o f the Private Placement will be used to advance the exploration and development of the
Company’s 100% owned Enchi Gold Project in Ghana and for general working capital purposes.
Pursuant to t he Private Placement , the Company issu ed 7,150,000 common shares (the “Shares”) . No
finder’s fees have been paid in connection with the Private Placement.
As insiders of the Company have subscribed for Shares pursuant to the Private Placement, the issuance of
those Shares to the insider s (the “Insider Participation”) will be considered to be a related party
transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61 -101
(“MI 61 -101”). The Company intends to rely on the exemptions from the valuation an d minority
shareholder approval requirements of MI 61-101 contained in Sections 5.5(b) and 5.7(1)( a) of MI 61-101
in respect of any Insider Participation. Insiders of the Company subscribed to 5,096,000 common shares
and upon close, insiders will own 22% of the Company’s issued and outstanding share capital.
On completion of the Private Placement, Pinecrest has 62,066,547 common shares issued and outstanding
and $2.5 million in working capital.
All shares issued pursuant to the Private Placement will be subject to a hold period expiring four months
and a day following the date of issue. All dollar figures in this press release are in Canadian currency.
About Pinecrest Resources Ltd.
Pinecrest engages principally in the acquisition, advancement and deve lopment of precious metal
properties with the Company’s primary focus being the 100% owned Enchi Gold Pro ject located in
Southwest Ghana.
Pinecrest Resources Ltd.
“Ryan King”
Ryan King
President & Director
- 2 -
{5093-001/01492888.DOCX.}
For further information contact:
Ryan King
604 628-1012
www.pinecrestresources.com
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.
Cautionary Note Regarding Forward Looking Statements
This news release contains certain forward-looking statements, Any statements that express or involve discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not
always, using words or phrases such as “expects” or does not expect”, “is expected”, anticipates” or “does not anticipate”
“plans”, “estimates” or “intends ” or stating that certain actions, events or results “ may”, “could”, “would”, “might” or
“will” be taken, occur or be achieved) are not statements of historical fact and may be “forward -looking statements”. Forward-
looking statements are subject to a var iety of risks and uncertainties which could cause actual events or results to materially
differ from those reflected in the forward-looking statements.
Safe Harbor Statement under the United States Private Securities Litigation Reform Act of 1995: Except for the statements of
historical fact contained herein, the information presented constitutes “forward -looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995. Such forward-looking statements including but not limited to those with
respect to the price of gold, potential mineralization, reserve and resource determination, exploration results, and future p lans
and objectives of the Company involve known and unknown risks, uncertainties and other factors which may cau se the actual
results, performance or achievement of Atlas to be materially different from any future results, performance or achievements
expressed or implied by such forward -looking statements. There can be no assurance that such statements will prove t o be
accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking statements.