Early Warning News Release Issued Pursuant to NI 62-103 Acquisition of Common Shares of Golcap Resources Inc.
Vancouver, July 28, 2021 - This news release is being disseminated by Crest Resources Inc. (the "Acquiror") pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103"), in connection with the acquisition of certain common shares (the "Common Shares") of Golcap Resources Inc. (the "Issuer"), a British Columbia corporation whose common shares are listed for trading on the Canadian Securities Exchange under the symbol "GCP". On July 28, 2021, the Acquiror acquired 6,300,000 units at a price of $0.06 per unit for total investment of $378,000 by way of a private placement. Each unit consists of one Common Share of the Issuer and one share purchase warrant, each warrant exercisable to purchase one Common Share of the Issuer at a price of $0.075 for a period of 60 months expiring July 28, 2026 (the "Transaction").
This transaction represents 22.58% in the Acquiror's securityholding percentage in the issued and outstanding Common Shares of the Issuer and 36.84% of the deemed outstanding Common Shares of the Issuer including the 6,300,000 warrants held by the Acquiror on an exercised basis.
Prior to the Transaction, the Acquiror did not hold any securities of the Issuer.
Subsequent to the Transaction, the Acquiror owned and controlled 6,300,000 Common Shares of the Issuer representing 22.58% of the then issued and outstanding Common Shares of the Issuer based on a total of 27,905,586 Common Shares outstanding as of July 28, 2021; or 12,600,000 Common Shares of the Issuer representing 36.84% of the outstanding shares assuming exercise of the 6,300,000 warrants held by the Acquiror.
0.aThe Acquiror acquired 6,300,000 units at a price of $0.06 per unit for total consideration of $378,000 in connection with a private placement subscription agreement.
The Acquiror has acquired the Common Shares for investment purposes and in accordance with applicable securities laws. The Acquiror may, from time to time, acquire additional common shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of the Issuer in the open market or otherwise, and reserves the right, subject to applicable securities law, to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Issuer and other relevant factors.
A copy of the early warning report dated July 28, 2021 to be filed by the Acquiror in connection with the acquisition of the Common Shares of the Issuer will be available on SEDAR at www.sedar.com under the Issuer's profile. A copy of such report will also be available from the Acquiror upon written request to Crest Resources Inc. at #3043, 595 Burrard Street, Vancouver, BC V7X 1J1 Tel: 778 819 2709.
For additional information, contact:
Michael Collins, President and CEO
Crest Resources Inc.
604-681-3170