NEWS RELEASE TRANSMITTED BY Marketwired
FOR: Pinecrest Resources Ltd.
TSX VENTURE SYMBOL: PCR
AUGUST 27, 2014
Pinecrest Resources Provides Update on Enchi Gold Project Acquisition and
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Aug. 27, 2014) - Pinecrest
Resources Ltd. ("Pinecrest" or the "Company") (TSX
VENTURE:PCR) is pleased to provide an update on the private placement and
acquisition of a 100% legal and beneficial interest in the Enchi gold project
located in Ghana (the "Project") from Edgewater Exploration Ltd.
("Edgewater") which holds 51% of the Project and Red Back Mining Ltd.
("Red Back"), a wholly-owned subsidiary of Kinross Gold Corporation,
which holds 49% of the Project (collectively, the "Transaction"). On
completion of the Transaction, Pinecrest will own a 90% interest in the
Project, taking into account the 10% interest held by the Government of Ghana.
Details of the Transaction are set out in the news release dated May 22, 2014.
Further to Pinecrest's news releases dated May 22, 2014 and July 16, 2014,
the Company wishes to provide the following updates on the Transaction and the
-- At the Pinecrest Annual and Special Meeting of Shareholders held on
August 15, 2014, the shareholders of the Company approved all matters
put before the Meeting, including the necessary approval to proceed with
the acquisition of the Project.
-- The concurrent non-brokered private placement is oversubscribed and has
been increased to $3.6 million.
-- Drafting of definitive acquisition agreements with each of Edgewater and
Red Back, as well as the definitive strategic alliance agreement with
Sandstorm Gold Ltd., as previously announced, are well advanced and the
Company expects to finalize and execute these agreements shortly.
-- Pinecrest currently anticipates that the acquisition of the Project and
the concurrent private placement will close during September, 2014,
subject to the execution of final documentation, regulatory approval and
approval of the Minister of Mines in Ghana.
Edward Farrauto, President and CEO of Pinecrest stated: "The acquisition
of a 100% interest in the Enchi Gold Project and the $3.6 million financing is
nearing completion with all definitive agreements in their final stages. We are
pleased to have the support of Pinecrest shareholders, Sandstorm, Edgewater and
Red Back in this transaction, which when closed will transform Pinecrest into a
well-financed, African-focused, development-stage gold company. On completion
of the Transaction, Pinecrest will have approximately 54.9 million shares
issued and outstanding and we will be pleased to welcome Sandstorm as an 18%
shareholder and Red Back as a 19.9% shareholder of the Company."
About Pinecrest Resources Ltd.
Pinecrest Resources Ltd. is a mineral exploration and mine development company
focused on creating shareholder value through the development of quality
precious metal projects. On completion of the Transaction with Edgewater, Red
Back and the strategic alliance with Sandstorm, Pinecrest will be focused on
the advancement and development of the Project in Ghana. Pinecrest has an
experienced exploration, mine building and operating team with a proven track
On behalf of the Board of
PINECREST RESOURCES LTD.
Edward Farrauto, President and CEO
Completion of the Transaction is subject to a number of conditions, including
TSX Venture Exchange acceptance. The Transaction cannot close until regulatory
approval is obtained. There can be no assurance that the Transaction will be
completed as proposed or at all.
The TSX Venture Exchange has in no way passed upon the merits of the
Transaction and has neither approved nor disapproved the contents of this press
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, including
statements regarding the proposed transactions with Red Back, Edgewater and
Sandstorm, the proposed Private Placement which is subject to the consolidation
of the Pinecrest share capital and the closing of the transactions contemplated
thereby, the use of net proceeds of the Private Placement, future plans and
objectives of the Company and the business of the Company.
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 variety 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 plans and objectives of
the Company involve known and unknown risks, uncertainties and other factors
which may cause 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 to 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
FOR FURTHER INFORMATION PLEASE CONTACT:
Pinecrest Resources Ltd.
INDUSTRY: Manufacturing and Production - Mining and Metals
-0- Aug/27/2014 13:30 GMT
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