CRES to Acquire Investment in Rain City Resources Inc. and Other Transactions
CREST RESOURCES INC.
S u i t e 11 00 - 5 95 H o w e S t re e t , V a n c o u v e r , B C V6 C 2 T 5
T ( 6 0 4) 6 8 1- 3 1 7 0, F (604) 681 -3552
NEWS RELEASE
CREST RESOURCES TO ACQUIRE INVESTMENT IN RAIN CITY RESOURCES INC.
AND OTHER TRANSACTIONS
Vancouver, B.C. – June 23, 2020 ‐ Crest Resources Inc . (CSE: CRES) (the “Company”) is pleased to
announce that it has entered into a share purchase and sale agreement (the “Agreement”) to acquire
4,100,000 common shares (the “Shares”) of Rain City Resources Inc. (“Rain City”, a junior mineral
exploration company listed on the Canadian Securities Exchange (the “CSE”)) at a price of $0.018 per Share
for total consideration of $74,000. The purchase price will be paid as to $24,000 within 24 hours of
execution of the Agreement, $25,000 upon delivery of the non -escrow shares, and $25,000 upon the
sooner of 45 days or the effect ive delivery of the escrow shares. 3,000,000 of the Shares (the “Escrow
Shares”) are subject to an escrow agreement dated January 24, 2019 among Rain City, National Securities
Administrators Ltd. and the Vendor s (among other shareholders). The closing of the sale of the Escrow
Shares is conditional upon the approval of securities regulators of British Columbia, Alberta and Ontario
and the CSE. If the CSE objects to such transfer of the Escrow Shares, then the final $25,000 payment will
not be due and the Escrow Shares will not be delivered.
Immediately following the acquisition of the Shares, the Company will own and control a total of
4,100,000 common shares of Rain City representing approximately 20.59% of the issued and outstanding
common shares of Rain City based on a total of 19,909,001 common shares outstanding as of June 23,
2020.
The Company is entitled to nominate one representative for election as a director of Rain City at each
annual shareholder’s meeting of Rain City, for so long as the Company holds at least 5% of the outstanding
shares of Rain City.
The Shares will be acquired in a private transaction from three vendors pursuant to the private agreement
exemption from the formal take -over bid requirements of National Instrument 62 -104, Take-Over Bids
and Issuer Bids, on the basis that the Shares were acquired from less than five vendors at a purchase price
not exceeding 115% of the then market price of the Issuer’s shares.
The Company has acqu ired the Shares for investment purposes and may acquire additional common
shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of Rain City
in the open market or otherwise, and reserves the right, subject to applicable securities law, to dispose of
any or all of its Securities in the open market or otherwise at any time and from time to time, and to
engage in similar transactions with respect to the Securities, the whole depending on market conditions,
the business and prospects of the Issuer and other relevant factors.
Loan from Volatus Capital Corp.
The Company has entered into a loan agreement to borrow $100,000 from Volatus Capital Corp.
(“Volatus”) for the purpose of staking mineral claims in the province of Newfoundland and Labrador and
other corporate purposes . The loan will bear interest at 2% per month, is payable on demand after
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November 20, 2020 , and as further consideration for extending the loan, Volatus will receive a 5%
ownership interest in the Middle Ridge and True Grit property.
Volatus is a “related party” by reason that Crest beneficially owns and controls, directly and indirectly,
31.72% of the issued and outstanding voting securities of Volatus, and Michael Collins is the President,
CEO and director of both companies.
Investment in Opawica Explorations Inc.
The Company has participated in a non -brokered private placement of Opawica Explorations Inc .
(“Opawica”) that closed on June 15, 2020. The Company has acquired 1,000,000 common shares of
Opawica at a price of $0.05 per share for total cost of $50,000. The acquisition was made for investment
purposes.
Atlin-Rufner Project
1251797 B.C. Ltd. (“1251797”), the Company’s 76.92% owne d subsidiary, has entered into an Asset
Purchase Agreement with an arm’s length party to acquire 100% interest in 28 mineral claims known as
the Atlin-Rufner project located in the Atlin Mining Division and Prince Rupert Land Title District in British
Columbia for consideration of 3,000,000 common shares of 1251797 at a deemed price of $0.02 per share
for total consideration of $60,000.
Mt. Peyton Extension
Exploits Gold Corp. (“Exploits”), the Company’s 57.5% owned subsidiary, has entered into a Property
Purchase and Sale agreement with an arm’s length party to acquire a 100% interest, subject to a 2% net
smelter returns royalty of which Exploits may purchase 1% for $1,000,000 at any time, in two mineral
licences comprising 96 claims (24 km²) known as the Mt. Peyton Extension property located approximately
3.5 km west of the town of Glenwood, Newfoundland and Labrador, for consideration of $ 12,175 cash
and 650,000 common shares of Exploits.
Newfoundland Staking and Project Acquisition
The Company has staked eight mineral licences known as the Middle Ridge and True Grit property located
in the Exploits Subzone of Central Newfoundland. The Company has acquired an additional mineral
licence, subject to a 2% net smelter returns royalty of which the Company may purchase 1% for
$1,000,000 at any time, comprising 18 claims from arm’s length vendor s for consideration of $20,000
payable over a six month period and 150,000 common shares of a public company into which the mineral
licence may be vended in the future, although there is currently no proposed transaction to do so. The
ownership interest in the Middle Ridge and True Grit property is held 85% by the Company, 10% by
Nicholas Rodway, the Vice President of Business Development who was engaged to stake the claims, and
5% by Volatus Capital Corp. as consideration for extending certain loans to the Company to complete the
staking.
The Company has further staked four mineral licences known as the Dog Bay prope rty located in the
Exploits Subzone of Central Newfoundland . The ownership interest in the Dog Bay property is held 70%
by the Company and 30% by three individuals engaged to stake the claims including Mr. Rodway who
retains a 12.5% interest in the property.
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FOR FURTHER INFORMATION CONTACT:
Michael Collins
President and CEO
Crest Resources Inc.
Telephone: 604-681-3170
The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and
accepts no responsibility for the adequacy or accuracy hereof.
Forward-Looking Statements
This news release contains certain forward -looking statements, which relate to future events or future performance
and reflect management’s current expectations and assumptions . Such forward -looking statements reflect
management’s current beliefs and are based on assumptions made by and information currently available to the
Company. Readers are cautioned that these forward -looking statements are neither promises nor guarantees , and
are subject to risks and uncertainties that may cause future results to differ materially from those expected including,
but not limited to, market conditions, availability of financing, actual results of the Company’s exploration and other
activities, environmental risks, future metal prices, operating risks, accidents, labor issues, delays in obtaining
governmental approvals and permits, and other risks in the mining industry. All the forward -looking statements
made in this news release are qualified by these cautionary statements and those in our continuous disclosure filings
available on SEDAR at www.sedar.com. These forward-looking statements are made as of the date hereof and the
Company does no t assume any obligation to update or revise them to reflect new events or circumstances save as
required by applicable law.