DECEMBER 21, 2012
TSXV Symbol: AGO
AurCrest Gold Inc. (the “Company” or “AurCrest”) (TSX-V: AGO) is very pleased to announce that it has placed 3,100,000 working capital units of the Company at a price of $0.05 per unit for gross proceeds of $155,000.00. Each working capital unit (a “WC Unit”) consists of one (1) common share of the Company and one (1) share purchase warrant (a “WC Warrant”).
Each WC Warrant entitles the holder to acquire an additional common share at the price of $0.15 per share until December 21, 2013 and thereafter at the price of $0.25 per share until December 21, 2014. The securities are legended and restricted from trading until April 22, 2013. Lac Seul First Nation (“LSFN”) subscribed for 1,500,000 WC Units for $75,000. Insiders of AurCrest subscribed for 1,500,000 WC Units for $75,000 in this private placement.
Ian Brodie-Brown, President and CEO of AurCrest, commented, “The relationship that AurCrest Gold has established with the Lac Seul First Nation is unprecedented within the junior mining industry. We are very pleased that they have continued their support of the Company through this investment. We look forward to working closely with the Lac Seul First Nation and look forward to exploring for Gold assets in their Traditional territory, known to be one of Canada’s great gold camps, namely Red Lake and East Red Lake.”
Chief Clifford Bull of the Lac Seul First Nation stated, “The Band Council of Lac Seul First Nation is pleased to have acquired these shares with AurCrest. It reflects the mutual respect that has developed between us and we look forward to building a strong relationship to realize the benefits and opportunities from the mineral exploration industry in our territory. This modern Exploration Company model is a reflection of our community’s interest to work with industry.”
The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (“MI 61-101”) by virtue of the exemptions contain in section 5.5(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company issued to the insider does not exceed 25% of its market capitalization.
The Company will leave the Offering, as disclosed in the Company’s Press Release dated December 19, 2012, open for the sale of up to a further 6,900,000 WC Units and 6,700,000 FT Units.
As a result of the private placement, LSFN holds directly and indirectly or has control and direction over 4,202,704 common shares representing 9.9% of outstanding capital and 2,851,352 warrants after giving effect to this private placement. If LSFN were to exercise all of its warrants, it would hold or have control over 7,054,056 common shares directly and indirectly out of a partially diluted capital of 45,264,449 common shares (after giving effect to the exercise of the 2,851,352 Warrants) representing 15.58% of outstanding capital.
LSFN have advised that the WC Units were acquired for investment purposes and that they have no present intention to either increase or decrease their holdings in the Company. Notwithstanding the foregoing, LSFN has advised that they may increase or decrease their beneficial ownership, control or direction over common shares of the Company through market
transactions, private agreements, exercise of warrants, other treasury issuances or otherwise.
About Lac Seul First Nation
Lac Seul is located approximately 38 kms North West of Sioux Lookout. The First Nation has a large land base, which is bounded to the north and east by Lac Seul Reservoir. The First Nation is made up of four (4) communities, Kejick Bay, Canoe River, Whitefish Bay, and Frenchman’s Head.
The Lac Seul First Nation is the oldest reserve in the Sioux Lookout District of INAC. The reserve was established pursuant to Treaty #3 through adhesion on June 9, 1874. By 1912, there were at least 45 homes along the shoreline of what is now referred to as Kejick Bay and Whitefish Bay. The lake was the main transportation route, an important source of food and the main vehicle for Economic Development. In 1929 Ontario Hydro constructed a dam at Ear Falls to produce Hydro electricity to feed the mining development in Red Lake, Ontario. As a result Lac Seul was flooded and to this day, the Ear Falls Dam controls the lake level. Lac Seul First Nation’s traditional territory encompasses the Red Lake District.
The current issued and outstanding capital of AurCrest is 42,413,147 common shares.
FOR FURTHER INFORMATION PLEASE CONTACT:
AurCrest Gold Inc.
President and C.E.O.
(416) 601-1450 (FAX)
Follow Us: Twitter: https://twitter.com/AurCrestGold
Lac Seul First Nation
Chief Clifford Bull
P.O. Box 100
Hudson ON P0V 1X0
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policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
Cautionary Note Regarding Forward-Looking Statements: This Press Release contains forward-looking statements that
involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to such risks and uncertainties. Many factors could cause our actual results to differ materially from the statements made, including those factors discussed in filings made by us with the Canadian securities regulatory authorities.
Should one or more of these risks and uncertainties, such actual results of current exploration programs, the general risks associated with the mining industry, the price of gold and other metals, currency and interest rate fluctuations, increased competition and general economic and market factors, occur or should assumptions underlying the forward looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, or expected. We do not intend and do not assume any obligation to update these forward-looking statements.