AurCrest Gold Announces Non-brokered Offering and Existing Shareholder Offering

Toronto, Ontario (FSCwire) - AurCrest Gold Inc. (the “Company” or “AurCrest”) (TSX-V: AGO) (FRANKFURT: TM8A, WKN: A0YG1K) is pleased to announce the offering of a non-brokered private placement of up to 20,000,000 flow-through units (the “FT Units”)  for up to $1,000,000 (the “FT Offering”) and up to 4,000,000 working capital units (the “WC Units”) for up to $200,000 (the “WC Offering”) for an aggregate of up to $1,200,000 (the “Offering”) to fund an exploration program at the Company’s Richardson Lake property.

The Company intends to work with the Cat Lake First Nation to utilize their equipment and expertise in ice-road construction and maintenance of the winter access route to the Richardson Lake property. Favourable winter conditions already experienced this year are allowing early ice road access to the Cat Lake community, forecasted for opening in the first week of January 2018, which would be followed by construction of the property access road; the route from Cat Lake First Nation to Richardson Lake will utilize the historic winter road alignment to optimize construction efforts.

The Company is looking to take advantage of this winter’s ideal ice conditions to further explore the discovery holes drilled in 2012 and 2014.  Although market and more importantly ice conditions over the past two winters were not conducive to working to expand the discovery, the drill remains on site at Richardson Lake. The Company intends to conduct ice preparations and geophysics in January 2018, and begin drilling in February 2018 with an aim to drill up to 3,000 metres.  The work crews will be housed in the Cat Lake community at existing contractor accommodations, and the community would also serve as the logistics base for the drill program. During 2012, the Company announced that a significant new discovery was made in the final hole of the winter 2012 drill program.  Hole RL12-07 returned the following results: 15 metres of 1.83 g/t gold, including 9 metres of 2.95 g/t, including 4 metres of 6 g/t, including 3 metres of 7.4 g/t and including 1 metre of 11.1 g/t gold (See Press Release issued April 30, 2012). The 2014 drill program was established to follow up on this discovery and to try and define the continuation of these results. Drill hole RL-14-08 drilled to a depth of 448.5 metres, succeeded in hitting a gold bearing zone 140 metres south of the discovery in RL-12-07, and with consistent grades.  RL-14-08 encountered 18 metres of 1.85 g/t gold, including 10 metres of 2.93 g/t, including 4.5 metres of 6 g/t, including 3.5 metres of 7.57 g/t, including 2.5 metres of 10.4 g/t and including 1.0 metre of 15.48 g/t (See Press Releases issued September 14, 2014 and November 4, 2014).  The depth and location under the lake make access difficult and requires long hole drilling from shore - drilling from the ice will make this discovery easily accessible and allow for accurate and accessible drilling.

Each FT Unit is priced at $0.05 and consists of one (1) common share and one-half (0.5) of a share purchase warrant.  Each full warrant (“Warrant”) entitles the holder to purchase one (1) common share (a “Warrant Share”) at a price of $0.10 per Warrant Share for twenty four (24) months following the closing of the Offering.

Each WC Unit is priced at $0.05 and consists of one (1) common share and one (1) common share purchase warrant (“WC Warrant”).  Each WC Warrant entitles the holder to purchase one (1) common share (a “WC Warrant Share”) at a price of $0.075 per WC Warrant Share for twenty four (24) months following the closing of the Offering.

Eligible Finders may receive up to 7% of the value of proceeds of the sale of FT Units or WC Units in cash and up to 7% of the number of FT Units or WC Units sold in the form of compensation options (the “Compensation Options”).  Each Compensation Option issued in respect of the sale of FT Units or WC Units entitles the holder to acquire one (1) common share of AurCrest at $0.05 for twenty four (24) months from the closing of the Offering.

Existing Shareholder Offering

The WC Offering will be open to participation by existing shareholders (the “Existing Shareholder Offering”) resident in Canada as of the record date of December 19, 2017 (the “Record Date”). The Existing Shareholder Offering comprises up to 4,000,000 WC Units.  The Existing Shareholder Offering will be open for a period of up to twenty-nine (29) days, expiring on the earlier of January 17, 2018 and the final closing of the WC Offering.  All securities issued pursuant to the Existing Shareholder Offering are subject to a statutory four month hold period and regulatory approval.

The particulars of the WC Units are set out above.

The Company intends to use the proceeds raised under the Existing Shareholder Offering of up to $200,000 of WC Units to provide the Company with working capital to maintain its existing operations, activities and assets.  The use of proceeds set out above will be adjusted pro rata subject to the funds raised on the Existing Shareholder Offering.

The Existing Shareholder Offering is open to all existing shareholders of the Company resident in Canada until the earlier of January 17, 2018 and the final closing of the WC Offering.  Shareholders interested in participating in the Existing Shareholder Offering should contact, or have their registered broker contact, Yvonne So, assistant to Bill Johnstone, Corporate Secretary of the Company, at yso@grllp.com or (416) 865-6789 to obtain a copy of the subscription agreement for WC Units.  Requests should be received by no later than January 10, 2018 so that subscription agreements can be signed and funds can be received by the Company by no later than January 15, 2018.

In the subscription agreements, subscribers will be required to represent that they held common shares of AurCrest on the Record Date and will continue to hold common shares on closing, indicate the total number of WC Units they wish to subscribe for at the price of $0.05 per WC Unit and provide funds (certified cheque or wire transfer) for the purchase of the WC Units.  The Existing Shareholder Offering is being allocated to subscribers on a “first come, first served” basis wherein the subscribers who are first to submit a completed subscription agreement and pay the corresponding subscription proceeds will be accepted up until the maximum amount of the Existing Shareholder Offering is reached.  The sale of the WC Units will remain open until the earlier of January 17, 2018 and the full subscription for the WC Offering.

In the event that there is an over-subscription for WC Units as at January 15, 2018, subscriptions will be adjusted pro rata (in proportion to the aggregate amount of cleared funds received) to reduce the offering to a maximum of $200,000 for WC Units.  Although the Existing Shareholder Offering is not being offered pro rata, all shareholders of the Company effective as of the Record Date will be treated equally.  However, the Company reserves the right not to accept subscription amounts of less than $1,000 (20,000 WC Units) in respect of WC Units to avoid disproportionate administrative costs.  The Company is using other available exemptions to place the WC Offering.

The Existing Shareholder Offering is being made under Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions relating to distributions to existing security holders and  under Multilateral CSA Notice 45-313-Prospectus Exemption for Distributions to Existing Security Holders and the legislation adopted pursuant thereto in other jurisdictions in Canada, as well as under other applicable exemptions without issuing a prospectus.  The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment from a person registered as an investment dealer.

The Offering is expected to close on or before December 29, 2017 in respect of the sale of the FT Units and in respect of subscriptions received for WC Units by that date and by January 17, 2018 in respect of the sale of the remainder of the WC Units, subject to TSX Venture Exchange approval, or such other date as is agreed between the Company and the subscribers. All securities issued under the Offering are subject to a statutory four month hold period.

About AurCrest Gold Inc.

AurCrest is a mineral exploration company focused on the acquisition, exploration, and development of gold properties. AurCrest has a portfolio of properties in Ontario, which include the Richardson Lake and Bridget Lake gold properties.

FOR FURTHER INFORMATION PLEASE CONTACT:

AurCrest Gold Inc.

Forward Looking Statement:

Some of the statements contained herein may be forward-looking statements which involve known and unknown risks and uncertainties.  Without limitation, statements regarding potential mineralization and resources, exploration results, and future plans and objectives of the Company are forward looking statements that involve various risks.  The following are important factors that could cause the Company’s actual results to differ materially from those expressed or implied by such forward looking statements: changes in the world wide price of mineral commodities, general market conditions, risks inherent in mineral exploration, risks associated with development, construction and mining operations, the uncertainty of future profitability and the uncertainty of access to additional capital. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events may differ materially from those anticipated in such statements.  AurCrest undertakes no obligation to update such forward-looking statements if circumstances or management’s estimates or opinions should change. The reader is cautioned not to place undue reliance on such forward-looking statements.

Neither 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.

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