Creso Exploration Announces Final Closing of Private Placement
September 18 2012 - 9:00AM
Marketwired Canada
Creso Exploration Inc. ("Creso" or the "Corporation") (TSX
VENTURE:CXT)(OTCQX:CRXEF)(FRANKFURT:C3X) is pleased to announce that it has
closed the second and final tranche of $100,000 of its private placement
announced on August 29, 2012 ("Private Placement"). In the initial closing a
total of 2,000,000 units were issued for gross proceeds of $100,000.
The second tranche of the Private Placement consisted of 2,000,000 units. Each
Unit consists of one common share (a "Common Share") and one Common Share
warrant (a "Warrant"), with each Warrant entitling its holder to purchase a
Common Share at $0.10 over a two-year period. All securities issued pursuant to
the Private Placement are subject to regulatory approval and have a hold period
of four months from the date of closing. No commission was paid in relation to
the Private Placement.
As mentioned in a previous press release two insiders subscribed for total of
$62,000 in the first tranche of the Private Placement. This participation of
insiders in the Private Placement constitutes a "related party transaction"
under Multilateral Instrument 61-101 -Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). However, it is exempt from both the formal
valuation and minority shareholder approval requirements of MI 61-601 in
connection with the Private Placement because neither the fair market value of
the securities to be issued, nor the consideration for such securities, is
expected to exceed 25% of the Company's market capitalization as calculated in
accordance with MI 61-601.
The proceeds of Private Placement will be used for working capital and general
corporate purposes. On July 9, 2012, the Corporation announced the closing of a
non-brokered private placement for total consideration of $500,000 to finance
exploration work on Creso's Shining Tree properties.
The Units have not been and will not be registered under the U.S. Securities Act
of 1933, as amended (the "1933 Act"), or under any state securities laws, and
may not be offered or sold, directly or indirectly, or delivered within the
United States or to, or for the account or benefit of, U.S. persons (as defined
in Regulation S under the 1933 Act) absent registration or an applicable
exemption from the registration requirements. This news release does not
constitute an offer to sell or a solicitation to buy such securities in the
United States.
About Creso
The Corporation's principal mining exploration holdings are located in the
Shining Tree mining camp of Northern Ontario within 100 km of the Timmins and
Kirkland Lake mining camps.
FORWARD LOOKING STATEMENTS: This press release contains forward-looking
statements that address future events and conditions, which are subject to
various risks and uncertainties. Actual results could differ materially from
those anticipated in such forward- looking statements as a result of numerous
factors, some of which may be beyond the Corporation's control. These factors
include: results of exploration activities, general market and industry
conditions, and other risks disclosed in the Corporation's filings with Canadian
Securities Regulators.
Forward-looking statements are based on the expectations and opinions of the
Corporation's management on the date the statements are made. The assumptions
used in the preparation of such statements, although considered reasonable at
the time of preparation, may prove to be imprecise and, as such, undue reliance
should not be placed on forward-looking statements. The Corporation expressly
disclaims any intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or otherwise,
except as required by applicable law. Depending on exploration results and
available financing, the Corporation may at any point modify its work program.
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