2012-10-12 01:19:29 -
Vancouver, British Columbia - Crescent Resources Corp. (TSX-V:CRC) ("Crescent") announced it had entered into a merger implementation agreement (the "Agreement") with Coventry Resources Limited (ASX:CVY) ("Coventry"), an Australian company, on September 10, 2012. Pursuant to the terms of the Agreement, Crescent and Coventry will combine by way of a share exchange, whereby Crescent will acquire all of the issued and outstanding shares of Coventry from Coventry's shareholders on the basis of 0.2513 post-Consolidation (as defined below) common shares of Crescent for each outstanding share of Coventry (the "Transaction"). Immediately prior to the completion of the Transaction, Crescent will complete a consolidation of its common shares on a 5:1 basis, in which 5 old Crescent shares will be exchanged for 1
new Crescent share (the "Consolidation").
On October 11, 2012, Crescent completed a non-brokered private placement offering of 15,000,000 subscription receipts (each a "Subscription Receipt") at a purchase price of $0.05 each for gross proceeds of $750,000. The gross proceeds from the private placement are being held in escrow pending completion of the Transaction. As payment of finder's fees, Crescent also issued 186,000 finder's subscription receipts (the "Finder's Receipts") on substantially the same terms and conditions as the Subscription Receipts. Upon completion of the Transaction, each five Subscription Receipts (and each five Finder's Receipts) will be automatically converted into one post-Consolidation common share of Crescent.
All securities issued under the private placement will be subject to a four month hold period expiring February 12, 2013 under applicable Canadian securities laws and the policies of the TSX Venture Exchange. Provided that the Transaction is completed, the net proceeds from the private placement will be used to finance exploration on the mineral projects of the combined company and for general corporate purposes.
It is anticipated that upon closing of the Transaction, Coventry shareholders will hold approximately 87.26 percent of the outstanding post-Consolidation shares of Crescent, with Crescent shareholders holding approximately 12.74 percent. In addition, outstanding options of Coventry will be exchanged for new options of Crescent, adjusted in accordance with their terms such that the number of shares of Crescent received upon exercise and the exercise price will reflect the exchange ratio described above. Senior officers and directors of each company have agreed to vote their shares in support of the Transaction.
About Crescent Resources Corp.
Crescent is a TSX-V listed company focused on exploration at the Uncle Sam gold project, located in the prolific Tintina gold belt of Alaska.
Additional information on Crescent and its Uncle Sam gold project is available on Crescent's website at www.crescentresourcescorp.com
For further information about Crescent, please contact:
President, CEO & Director
1 (604) 688-9478
Completion of the Transaction is subject to a number of conditions, including TSX Venture Exchange acceptance and shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Crescent should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
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.
This news release may contain "forward-looking statements" and/or "forward-looking information" within the meaning of applicable securities regulations in Canada and the United States (collectively, "forward-looking information"). Any forward-looking information contained in this news release is made as of the date of this news release. Except as required under applicable securities legislation, Crescent does not intend, and does not assume any obligation, to update this forward-looking information. Forward-looking information includes, but is not limited to, statements with respect to mineral resource estimates, drill plans, planned work programs, future upgrading of mineral resources and expected outcomes. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects, "is expected", "budget", "scheduled", "estimates", forecasts", "intends", "anticipates", or "believes", or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will" be taken, occur or be achieved.
Any forward-looking information contained in this news release is based on certain assumptions that Crescent believes are reasonable.
Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Crescent to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, among others, risks and uncertainties relating to the actual results of exploration activities being different than anticipated, cost of labour increasing more than expected, cost of equipment or materials increasing more than expected, fluctuations in the price of gold and other commodities, currency fluctuations, mineral resources not being as estimated, unexpected variations in mineral resources, grade or recovery rates, risk of accidents, labour disputes and other risks generally associated with mineral exploration and unanticipated delays in obtaining or failing to obtain governmental or community approvals or financing. Although Crescent has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to not be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking information due to the inherent uncertainty thereof.
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