Crest Announces the Following Corporate Update, Property Acquisition and Financing
CREST RESOURCES INC.
S u i t e 3 0 4 3 - 5 95 B u r ra r d S t r e e t , V a n c o u v e r , B C V 7 X 1 J 1
NEWS RELEASE
CREST ANNOUNCES THE FOLLOWING CORPORATE UPDATE, PROPERTY
ACQUISITION AND FINANCING
HIGHLIGHTS
• Additions to Management and Board
• Creation of an Advisory Board
• Acquisition of Leigh Creek Magnesite Project
• Announcement of Financing
• Setting of Stock Options
Vancouver, B.C. – June 2 , 202 2 - Crest Resources Inc. (CSE: CRES) (the “Company”) is
pleased to announce the following changes to its management team and board of directors, as
well as the formation of an Advisory Board.
Jason Cubitt, currently a non -executive board member, has been engaged to replace Emma
Fairhurst as CEO. Mr. Cubitt adds considerable expertise to the executive team having worked
as Director of Investments for an offshore natural resources fund as well as his recent experience
successfully leading the dual -listing of Solis Minerals on the Australian Securities Exchange
(“ASX”).
Jason Cubitt commented: “Emma Fairhurst stepped into this role at a time of trans ition for Crest
and has guided the company to a solid base with a clear direction towards decarbonization
investments and opportunities. Further, she has been instrumental in recruiting the very talented
people mentioned in this release. Emma will stay with the Company in the role of Executive
Chairperson and I look forward to working with her in this capacity.”
James Channo, currently a partner at The Ince Group in London, England, has agreed to join the
board of directors effective immediately. Mr. Channo has 20 years’ experience advising mid and
large cap companies on initial public offerings, private placements and mergers and acquisitions.
He has advised LSE, ASX and TSX companies with a market capitalisation ranging between $200
million and $1 billion in connection with their institutional and retail capital raisings and acquisitions
in a number of sectors including mining, fintech, energy, retail and financial services. He is
consistently recognised as a leading lawyer for Corporate and M&A in Chambers UK and in The
Legal 500 UK.
The Board has also nominated Jon Gill to be appointed as a Director at Crest’s upcoming Annual
General Meeting. Jon is a founding shareholder and Director for 14 -years with Cymat
Technologies (CYM/TSX) a strategic material vendor in the EV sector. He is past President and
Chairman of the Toronto Investment Dealers Association, former Operating Partner for merchant
bank HSD Capital, and more recently the President and CEO of Super Electric Co rporation, a
private-branded consumer products company in North American and Asia, as well as the former
managing director of SEGA Entertainment Canada.
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Advisory Board
Crest has formed an Advisory Board to support the Company ’s plans for growth. Inaugural
members are Brian Moller and Greg English.
Brian Moller is a corporate partner in the Brisbane Australia -based law firm Hopgood Ganim
Lawyers, specializing in capital markets, mergers and acquisitions and corporate financing and
restructuring. He has acted on numerous transactions and capital raisings in both the industrial
and resources and energy sectors. Brian brings a wealth of experience and expertise to the board,
particularly in the corporate regulatory and governance areas.
Greg English, also joining the Advisory Board, is a qualified lawyer, mining engineer and
experienced company director with more than 25 years ’ hands-on resource industry experience
across precious metals, base metals, and energy. Greg is Executive Chairman of Archer Materials
and Chairman of ASX-listed Core Lithium, currently developing one of Australia’s most capital -
efficient and lowest-cost spodumene lithium projects.
Chris Huggins has resigned his post as President of Crest. The Compan y thanks Chris for his
considerable efforts managing the course of the company. Chris will stay involved with the group
as we explore opportunities in long term energy storage.
Alan Tam has agreed to assume the role of CFO. Alan is a senior executive invo lved with
structuring, planning and execution of IPOs, RTOs and CPCs. Formerly a financial planner with
RBC Wealth and a Chartered Accountant with Lohn Caulder LLP, Mr. Tam is a CPA/CA and has
dealt with tax, regulatory, investment management, internationa l cash and tax management,
compliance and accounting matters.
Bryce Clark, outgoing CFO, will continue to consult to Crest. The Company thanks Bryce and
his team for their dedication.
Emma Fairhurst commented: “I wish to thank Jason, the Board, and Advisory Board for their
confidence in Crest, now and into the future. For myself, I believe in the value of Crest and will
continue to work to build and realize value for all shareholders.”
LEIGH CREEK, MOUNT HUTTON ACQUISITION
Crest announces it has entered into a Letter of Intent to acquire a 69.5% interest in WitchiMag
Pty Ltd. which owns a 100% interest in the Mount Hutton magnesite property; and a 80% interest
in MagMetal Tech Pty , which owns a 100% interest in the Leigh Creek magnesite property
(together referred to as the “The Leigh Creek Project ”.) The Leigh Creek Project comprises
exploration licences covering over 600 square kilometers in South Australia, hosting a number of
magnesite showings.
Jason Cubitt commented: “Historic work on the Leigh Creek Project demonstrates a truly
significant near-surface historical resource in a premier mining jurisdiction. This acquisition marks
a major milestone for Crest and accelerates i ts progress into markets supportive of global
decarbonization.”
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Magnesite (MgCO 2) is a hard rock mineral which occurs in two main forms: crystalline and
cryptocrystalline. Crystalline magnesite makes up around 93% of the world’s magnesite resources
and is found in carbonate rocks. Cryptocrystalline (also known as amorphous) magnesite makes
up the remaining 7% of resources and is mainly hosted in ultramafic rocks and freshwater
sediments.
About The Leigh Creek Project
The Leigh Creek Project is located in Southern Australia and is composed of two exploration
licences totaling 664 square kilometres. Within the bounds of the project there are several
historical magnesite occurrences the Mount Hutton South, Mount Hutton, Mt Playfair, Pug Hill,
Termination and Witchelina.
Magnesite is predominantly present as magnesium carbonate and can either be upgraded via
calcination into various industrial products or refined into magnesium metal. Crest is also
reviewing the significant research that is being done on mag nesium-ion battery formulations, as
an alternative to lithium -ion chemistry, and will establish research partnerships to actively
participate in this aspect of the global electrification initiative.
Magnesite showings on The Leigh Creek Pr oject are of the cryptocrystalline sedimentary type,
occurring in eoproterzoic skillogalee dolomite beds which are known to extend over 120 km in a
north-west trend. The magnesite beds, which are up to 8 metres thick in places, were formed by
almost pure magnesite precipitation in ancient, shallow marginal marine lagoons and mud flats.
The cryptocrystalline magnesite clasts are set in a microcrystalline dolomite and talc matrix, and
each magnesite bed has unique chemical and mineralogical characteristics making beds.
The magnesite occurrences on The Leigh Creek Project have historical resources associated with
them. See table 1 below.
Table 1 – Leigh Creek Historical Resource
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The Leigh Creek Pro ject was formerly owned by a succession of related companies includi ng
SAMAG, Pima Mining and Magnesium Development Limited and Magnesium International
Limited. For simplicity all reference to historic information will be attributed to SAMAG.
These mineral resources are historical in nature and should not be relied upon. It is unlikely they
conform to current CIM Definition Standards. They have not been verified to determine their
relevance or reliability. The workload required to update these mineral resources to the current
CIM standards criteria has not been evaluated.
The historical resources above are all from a 2002 Feasibility study Generated by SAMAG
Limited. The parameters use to calculate each of the above historical estimates are discussed
below as known. The historical resources are reported using Australasian Code for Reporting of
Mineral Resources and Ore Reserves how the categories were calculated are unknown.
The qualified person has not a not done sufficient work to classify the historical estimate as current
mineral resources or mineral reserves; and the issuer is not treating the historical estimate as
current mineral resources.
Mount Hutton and Mount Hutton South resources are sedimentary magnesite beds were assumed
to be tabular bodies, due to their planar top and bottom surfaces and consistent thickness.
Tonnage calculations were made considering thickness, vertical depth, dip and specific gravity.
All Inferred Resources were calculated to a vertical depth of 60 m. Thicknesses of each bed were
calculated by considering the apparent thickness from drill intercepts and the bedding angle of
the top and bottom contacts.
A thickness for each bed at an average dip was extrapolated halfway to the neighbouring traverse.
Not all magnesite beds were targeted in each traverse as some beds were only intercepted twice.
In this situation, beds were identified in outcrop along strike and placed in the Inferred Resource
Category. Magnesite beds intercepted in neighbouring traverses are assumed to be continuous
between traverses and hence were placed in the Indicated Resource Category. A total of 328
specific gravity readings were taken including 100 of dolomite interburden rock. An average
specific gravity was used for lower beds, which were not sampled. Grades represent weighted
averages of all intercepts used in tonnage calculations.
Witchelina Resource Measured Resources were calculated using wireframes and digital terra in
model volumes. The consistent nature of the shallow marine sedimentary magnesite beds
enabled this method to be used with a high level of confidence.
The simple geological structure and thick uniform width of the magnesite beds at Witchelina
enabled confident interpretation of cross-sections. Magnesite bed drillhole intercepts were joined
with the corresponding surface outcrop, and then interpolated or extrapolated to approximately
60 m vertical depth from the overlying ground surface.
Wireframe bodies w ere built by interpolating between magnesite intersections in each drill -
section. Wireframes were then validated using Micromine, and visually inspected in 3D view.
Resources were calculated from the wireframe using the Micromine Modelling Wireframe
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Reserves function. An average specific gravity of 2.91 g/mL was used for tonnage estimation.
The average SG value was calculated from 53 magnesite half-core samples.
MgO and CaO grades from the downhole assay file were assigned to the wireframe using 3D -
point method in the Micromine Modelling Wireframe Reserves function. The wireframes weighted
average grades were calculated using the “from-to” weighted method available in the wireframe
reserve calculation function.
A simple volumetric approach based on the assum ption that magnesite beds represent tabular
bodies was used to calculate tonnages from Witchelina drilling data. Weighted averages of all
geochemical intercepts used in tonnage calculations constitute the grades quoted.
Myrtle Springs and Mount Playfair resources were calculated using a simple volumetric approach
based on the assumption that magnesite beds represent tabular bodies was used to calculate the
tonnages.
Pug Hill and Termination Hill Resource were calculated using a simple volumetric approach based
on the assumption that magnesite beds represent tabular bodies was used to calculate tonnages
from Pug Hill drilling data. Weighted averages of all geochemical intercepts used in tonnage
clculations constitute the grades quoted.
The technical information contained in this news release has been reviewed and approved by Mr.
Derrick Strickland, P.Geo. (1000315), a “Qualified Person” (“QP”) as defined in National
Instrument 43-101 – Standards of Disclosure for Mineral Projects.
Leigh Creek Acquisition Terms are as Follows:
• Crest is required to pay to the vendor (a related party controlled by Emma
Fairhurst) the sum of C$1,000,000 upon the execution of a Letter of Intent.
This amount is 50% refundable in the event the Parties fail to execute
legally binding documentation (a “Definitive Agreement”) within a period of
60-days from receipt of shareholder approval.
• Crest will, subject to shareholder approval and upon execution of a Definitive
Agreement, issue to the vendor 20 million shares in Crest from treasury for a
total consideration (cash and shares) of C$2,000,000 at a current Crest share
price of $0.05;
• Crest will make a one-time payment to the vendor of C$7,500,000 contingent
upon The Leigh Creek Project receiving a Positive Feasibility Study.
• The Vendor will be granted a net -smelter-royalty (“NSR”) of up to 2% such
that the overall percentage of this NSR, and an y potential pre-existing NSR,
totals a maximum of 3%.
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Financing
Crest announces a non -brokered private placement of up to a maximum 20 million units (the
"Units") at a price of $0.05 per Unit (the "Offering"). Each Unit consists of one common share (a
"Common Share") and one (1) Common Share purchase warrant (a "Warrant"). Each Warrant is
exercisable to acquire one Common Share at a price of $0.06 for a period of 60-months after the
closing of the Offering. All securities issued will be subject to a four month hold period from the
date of closing of the Offering. In addition to the four month hold, the Common Shares will also
be subject to a further resale restriction expiring thirty (30) months from the date of provided that,
if at any time after the expiry of the four month hold, the 10 day volume weighted average price
of the Common Shares of the Company, is equal to or greater than $0.25, the 30 month restriction
shall expire. Proceeds from the sale of the Units will be used for general working capital purposes.
Stock Options
The Company also announces that, in accordance with the Company’s stock option plan, it has
granted to new and existing directors, officers, advisors and consultants incentive stock options
to purchase up to an aggregate of has issued 8,075,000 common shares exercisable on or before
June 2, 2027 at a price of $0.06. All stock options will vest over 24 months, as to 20% immediately
and every 6 months thereafter.
FOR FURTHER INFORMATION CONTACT:
Jason Cubitt
Chief Executive Officer
Emma Fairhurst
Executive Chairperson
Crest Resources Inc.
778-819-2709
Neither the Canadian Securities Exchange nor its Regulation Service Provider (as the term is
defined in the policies of the Canadian Securities Exchange ) accepts responsibility for the
adequacy of accuracy of this news release.