NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMENATION IN THE
UNITED STATES
Mr. Edward Farrauto, CEO of Pinecrest Resources Ltd. (TSX VENTURE:PCR)
("Pinecrest" or the "Company") is pleased to announce that the Company has
signed non-binding letters of intent with Red Back Mining Ghana Limited ("Red
Back") a wholly- owned subsidiary of Kinross Gold Corporation ("Kinross")
(TSX:K)(NYSE:KGC) and Edgewater Exploration Ltd. ("Edgewater") (TSX
VENTURE:EDW), to acquire 100% of the legal and beneficial ownership of the Enchi
Gold Project (the "Project") located in South West Ghana (collectively the
"Transaction"). The Project is currently the subject of a joint venture between
Red Back (49% interest) and Edgewater (51% interest).
Highlights of the Transaction
-- Pinecrest to acquire a 100% interest in the logistically sound Enchi
Gold Project, Ghana that hosts a NI 43-101 Inferred Resource of 768,000
ozs gold grading 1.15 g/t Au at a 0.7 g/t Au cut-off with resources open
for expansion in all directions
-- Concurrently with the Enchi acquisition Pinecrest will complete a $3.0
million subscription receipt financing consisting of 15,000,000 units at
$0.20/unit with a 2 year, full warrant at $0.30/warrant
-- Upon completion of the Transaction Pinecrest will have approximately
51.16 million shares issued and outstanding with Red Back owning a 19.9%
equity interest in the Company
-- Pinecrest plans to complete a Phase 1 work program on the Project that
will include additional metallurgical testing and the preparation of a
Preliminary Economic Assessment ("PEA") to investigate the potential for
utilizing low cost open pit mining and heap leaching on the current,
near-surface gold resources. A Phase 2 work program would include
additional drilling to expand gold resources on the Project.
President and CEO, Edward Farrauto, stated; "We believe this Transaction will
help unlock the value of the Enchi Gold Project which is located on a well-known
and prolific gold belt in a politically stable jurisdiction. The current NI
43-101 Inferred resource contains over one million ounces of shallow gold
resources; (at a cut-off of 0.5 g/t gold) with a portion of the near-surface
oxidized gold resource potentially amenable to low cost heap leach mining. As
such, Pinecrest will complete a Preliminary Economic Assessment focused on the
potential economics of an open pit, heap leach mining scenario prior to
initiating a resource expansion drilling program. The Enchi project to be owned
100% by Pinecrest covers over 50 km of the same geological structures that host
Kinross' Chirano gold mine located 70 km to the north which produced 275,000 ozs
gold in 2013. Previous operators have identified numerous high priority drill
targets adjacent to the known gold resources and elsewhere on the 696 km2 Enchi
gold project. Upon completion of the Transaction, Pinecrest would also like to
welcome Kinross as an indirect 19.9% shareholder of the Company."
Transaction Terms with Red Back
Pinecrest has entered into a non-binding letter of intent (the "Red Back LOI")
dated effective as of May 19, 2014 to acquire Red Back's 49% legal and
beneficial interest(i) in the Project. Details of the material terms of the Red
Back LOI include among other terms:
-- Upon closing of the Transaction, Pinecrest will issue to Red Back such
number of post-consolidated common shares of Pinecrest that Red Back
will own 19.9% of the issued and outstanding common shares of the
Company post-closing of the Transaction, assuming completion of the
consolidation and private placement as described below. In addition,
Pinecrest will issue to Red Back an aggregate of 5,000,000 share
purchase warrants, which will entitle Red Back to purchase up to
5,000,000 post-consolidated common shares of Pinecrest at a purchase
price of CDN $0.40 per share at any time during the period of five years
from the closing of the Transaction;
-- Pinecrest will pay to Red Back a 2% net smelter returns royalty (the
"NSR") on production from the Project, with an option for Pinecrest to
acquire 1% of the NSR at any time for US$3.5 million;
-- Pinecrest will pay to Red Back US$10 for each newly defined ounce of
gold contained in any new NI 43-101 measured and indicated mineral
resource estimate or any ounce of gold mined, whichever occurs first.
Such amount shall be payable in cash or, at Pinecrest's option in common
shares of Pinecrest, provided that, Pinecrest shall not be entitled to
elect to pay in common shares if such issuance would result in Red Back
holding more than 20% of the issued and outstanding shares of Pinecrest;
-- Pinecrest will grant Red Back a right of first refusal to process ore
from the Project at Red Back's Chirano Mill, if toll processing is
considered by Pinecrest; and
-- The completion of the transactions contemplated by the Red Back LOI are
subject to the execution of a definitive agreement with Red Back and the
concurrent completion of the transactions contemplated by the Edgewater
LOI, as described below.
Transaction Terms with Edgewater
Pinecrest has entered into a non-binding letter of intent ("Edgewater LOI")
dated effective as of May 19, 2014 to acquire Edgewater's 51% legal and
beneficial interest(i) in the Project, through the purchase of all of the shares
of Edgewater's Ghanaian subsidiary which holds Edgewater's interest in the
Project. Details of the material terms of the Edgewater LOI include among other
terms:
-- Upon closing of the Transaction, Edgewater will receive one Pinecrest
post-consolidated common share (the "Acquisition Shares") for every five
common shares of Edgewater issued and outstanding on the Closing, which
will represent approximately 40% of the issued common shares of
Pinecrest post-closing of the Transaction. All shares issued to
Edgewater will be subject to resale restrictions of up to 12 months with
25% of the shares to be free trading six months from closing, a further
25% nine months from closing and the balance of 50% twelve months from
closing;
-- Edgewater will agree to distribute the Acquisition Shares pro-rata to
its shareholders as soon as reasonably practicable after the closing of
the Transaction;
-- Pinecrest will pay to Edgewater a cash payment of Cdn$150,000
-- The completion of the transactions contemplated by the Edgewater LOI are
subject to the execution of a definitive agreement with Edgewater and
the concurrent completion of the transactions contemplated by the Red
Back LOI, as described above.
(i) The Government of Ghana can exercise the right to own a 10% interest in the
Project for no additional consideration. If this right is exercised it will
result in Pinecrest owning a 90% direct interest in the Project.
The Edgewater LOI was negotiated on a non-arm's length basis as Douglas Forster,
Blayne Johnson and Ryan King are directors of Pinecrest and Edgewater and Edward
Farrauto is a director and officer of Pinecrest and an officer of Edgewater.
Douglas Forster is an officer of Pinecrest. Accordingly, the Edgewater LOI was
approved by the disinterested director of Pinecrest.
The issuance of the Acquisition Shares to Edgewater on closing will result in a
change of control of the Company under the policies of the Exchange.
Accordingly, the proposed issuance of the Acquisition Shares which will result
in a change of control of the Company is subject to the approval of the
shareholders of the Company and the acceptance of the Exchange.
The closing of the transactions contemplated by the Red Back LOI and the
Edgewater LOI are subject to a number of conditions, including but not limited
to the execution of separate definitive agreements; normal conditions precedent
for transactions such as these, including the delivery of title and corporate
opinions and the completion of satisfactory due diligence, approval of the
shareholders of the Company to the proposed change of control of the Company,
the acceptance of the Exchange, the completion of a consolidation of the common
shares of Pinecrest, as described below, and the completion by Pinecrest of a
financing to raise not less than CDN$3,000,000. There can be no assurance that
the Transaction will be completed as proposed or at all.
The Company anticipates holding an annual and special meeting of its
shareholders to approve the Consolidation, the proposed change of control of the
Company and normal annual meeting matters during July, 2014.
Summary of the Enchi Gold Project
The Enchi Gold Project located in south-west Ghana, West Africa covers a 50
kilometre strike length of the Bibiani Shear Zone a regional scale structure
that hosts a number of major gold mines and deposits including Kinross' Chirano
Gold Mine located 70 km north-east of the Project and the Bibiani Gold Deposit
located 90 km north-east of the Project. The Enchi Gold Project is comprised of
ten licenses totalling 696 km2 located 290 km west of the capital city of Accra.
Access to the Project is on sealed roads via the regional port city of Takoradi
or the mining centre of Tarkwa and then on gravel roads to Enchi (population
9,270). Good road access exists throughout the project licenses.
On May 12, 2014 Edgewater announced an updated NI 43-101 Inferred Resource
Estimate at a cut-off grade of 0.7 g/t Gold as follows:
Enchi Gold Project, Ghana
2014 Inferred Mineral Resource Summary
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Cut-off Zone Tonnes Grade Contained Gold
Au (g/t) Au (g/t) (ounces)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
0.7 Boin 9,551,000 1.20 368,500
0.7 Nyam 3,716,000 1.13 135,000
0.7 Sewum 7,549,000 1.09 264,500
-----------------------------------------------------------
TOTAL 20,816,000 1.15 768,000
----------------------------------------------------------------------------
----------------------------------------------------------------------------
1. CIM definition standards were followed for the resource estimate.
2. The 2014 resource models used ordinary kriging (OK) grade estimation
within a three-dimensional block model with mineralized zones defined by
wireframed solids.
3. A base cut-off grade of 0.7 g/t Au was used for reporting resources with
a capping of gold grades at 18 g/t.
4. A US$1,300/ounce gold price, open pit with heap leach operation was used
to determine the cut-off grade.
5. A density of 2.45 g/cm3was applied.
6. Numbers may not add exactly due to rounding.
7. Mineral Resources that are not mineral reserves do not have economic
viability
Edgewater announced that a technical report is being prepared by independent
qualified person Todd McCracken, P. Geo. of WSP Canada Inc. ("WSP") and will be
filed within 45 days of the announcement in the Edgewater news release dated May
12, 2014.
The resource estimate also evaluated the Enchi Project at a range of cut off
grades between 0.3 and 2.0 g/t Au. Results are as follows:
-----------------------------------------------
-----------------------------------------------
Cut-off Tonnes Au g/t Ounces
-----------------------------------------------
-----------------------------------------------
0.3 72,611,000 0.65 1,526,065
0.4 53,366,000 0.76 1,304,918
0.5 37,357,000 0.90 1,078,702
0.7 20,816,000 1.15 767,988
0.9 12,993,000 1.36 569,879
1.0 10,127,000 1.49 484,388
1.2 6,446,000 1.70 352,779
1.5 3,011,000 2.11 204,549
1.7 2,041,000 2.36 154,976
1.9 1,554,000 2.54 126,727
2.0 1,174,000 2.73 102,909
-----------------------------------------------
-----------------------------------------------
The 2014 Mineral Resource estimate was based on 52,385 metres of diamond and RC
drilling in 646 holes as well as data from 13,799 metres in 102 surface
trenches. The drilling is generally spaced at 25 to 50 metre intervals.
A two phase success contingent work program has been recommended by WSP. The
first phase consists of metallurgical testing, and the completion of a
Preliminary Economic Assessment ("PEA"). The second phase, contingent on the
success of phase one, consists of additional drilling, detailed metallurgical
testing, further technical studies and a pre-feasibility study.
The three gold zones in the inferred resource estimate, Boin, Nyam and Sewum
have been drilled to an approximate vertical depth of 75-100m and approximately
60-70% of the inferred resource consists of oxide mineralization. Pinecrest
Resources sees opportunities to expand resources at all zones both laterally and
to depth.
Edgewater, Red Back and previous operators have discovered and identified
numerous gold mineralized zones on the Enchi Project characterised as
structurally-controlled, mesothermal quartz vein style gold deposits. This style
of gold mineralization is the most common type of gold occurrence in West
Africa.
Further potential on the Enchi Project is evidenced by results of a regional
airborne study consisting of a heliborne VTEM, magnetics and radiometric survey
which was flown over the Enchi Project. A total of 2,084 line km at 200m spacing
were flown covering an area of 568 square kilometres. The airborne geophysical
survey at Enchi indicated that; 1) Several structures correlate to known
mineralization, while many other similar structures remain untested and 2)
Interpretation work pin pointed several additional drill targets and combined
with soil geochemistry this data is a strong tool for identification of new
discoveries.
Additional zones exists within the Enchi Project including several with
successful first pass drilling but not part of the current resource including;
Eradi; 27m grading 0.60 g/t Au including 10m grading 1.3 g/t Au, Kojina Hill; 68
m grading 1.14 g/t Au, 59m grading 0.77 g/t Au including 28m @ 1.22 g/t Au, and
Boin NW; 7.0m grading 0.95 g/t Au and 3.0m @ 0.67 g/t Au.
Further high priority targets which warrant additional detailed exploration have
been defined by trenching and auger drilling in 2012 and 2013 including; Boin
Northwest; 10m grading 1.64 g/t and 2m grading 2.74 g/t Au,Sewum-Tokosea Trend;
31m grading 0.31 g/t Au and 5m grading 0.68 g/t Au, and Achimfo; 24m grading
0.84 g/t Au and 22m @ 0.62 g/t Au.
Sample analyses have been conducted at independent commercial facilities SGS and
Intertek Labs in Tarkwa Ghana. All sample analyses was completed using industry
standard geochemical and fire assay practices and included a rigorous Quality
Assurance / Quality Control (QA/QC) program consisting of the insertion of
standards, blanks and duplicate samples randomly into the sample stream. A
review of the QA/QC results shows no significant bias and all results are
considered highly reliable.
Share Consolidation
Prior to the closing of the Transaction, Pinecrest will complete a consolidation
(the "Consolidation") of its share capital on a 4:1 basis, meaning four
pre-consolidated shares for one post-consolidated share. Based on the 23,000,000
common shares of Pinecrest currently issued and outstanding, this will result in
an aggregate of 5,750,000 issued and outstanding shares on a post-consolidated
basis. The Consolidation is subject to the approval of the shareholders of the
Company and the acceptance of the Exchange.
Financing
Pinecrest will complete a non-brokered private placement (the "Private
Placement") financing, issuing 15 million subscription receipts (each a
"Subscription Receipt") at a purchase price of CDN$0.20 per Subscription Receipt
to raise aggregate gross proceeds of CDN$3,000,000. Each Subscription Receipt
will entitle the holder to acquire one post-consolidated unit (each a "Unit") of
the Company for no additional consideration upon the closing of the Transaction.
Each Unit will consist of one post-consolidated common share ("Common Share") in
the capital of the Company and one post-consolidated common share purchase
warrant (each whole warrant a "Warrant"). Each Warrant will entitle the holder
to acquire one post-consolidated common share of the Company at a
post-consolidated exercise price of CDN$0.30 for a period of 24 months from the
completion of the Private Placement.
Upon the closing of the Private Placement, the gross proceeds of the Private
Placement will be placed into escrow with an independent escrow agent pending
the closing of the Transaction, following which they will be released to the
Company. In the event that the Transaction does not close, the gross proceeds of
the Private Placement and accrued interest thereon will be returned by the
escrow agent to the subscribers.
Upon closing of the Transaction, the Company intends to use the net proceeds of
the Private Placement to advance the Project and for general working capital.
A Finder's Fee of 6.0% of the gross proceeds raised under the Private Placement
will be paid in cash or at the election of the Finder in post-consolidated
common shares of Pinecrest on the closing of the Transaction.
All securities issued in connection with the Private Placement will be subject
to a statutory hold period of four months plus one day from the closing date of
the Private Placement. The Private Placement is subject to Exchange acceptance.
The offer and sale of the securities offered in the Private Placement has not
been and will not be registered under the U.S. Securities Act of 1933, as
amended, or any state securities laws, and such securities may not be offered or
sold in the United States absent registration or an applicable exemption from
such registration requirements. This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the securities in the United
States or in any jurisdiction in which such offer, sale or solicitation would be
unlawful.
Post-Transaction Capital Structure
On completion of the Consolidation, the Private Placement and the closing of the
Transaction, Pinecrest will have approximately 51,163,887 common shares issued
and outstanding and 74,906,387 shares common on a fully diluted basis. The
proposed equity ownership of the Company is anticipated to be as outlined below:
Holder Percentage Ownership
Red Back 19.9%
Edgewater 39.6%(i)
Original Pinecrest shareholders 11.2%
New Capital (Private Placement) 29.3%
------------------------------------------------------------
100.0%
(i) The Acquisition Shares are to be distributed by Edgewater to its
shareholders on a pro-rata basis as soon as reasonably practicable after the
closing of the Transaction.
Resale Restrictions for Pinecrest Shares Issued to Edgewater Shareholders
The Pinecrest common shares issued to Edgewater and subsequently distributed by
Edgewater to its shareholders will be subject to resale restrictions which will
be imposed from the closing date of the Transaction as follows:
6 months 25% release
9 months 25% release
12 months 50% release
Management and Board of Directors
Concurrently with the closing of the Transactions, it is intended that Mr.
Edward Farrauto will resign as President and CEO of Pinecrest. Pinecrest would
like to thank Mr. Farrauto for his contributions to the Company and we look
forward to continuing to work with Mr. Farrauto in his continuing role as a
Director of the Company. Upon completion of the Transactions, Mr. George Salamis
will be appointed Chief Executive Officer of the Company, Mr. Ryan King will be
appointed as President and Mr. Kristian Dagsaan, CA will continue to act as
Chief Financial Officer. Mr. George Salamis will also be appointed to the Board
of Directors of the Company, which comprises Mr. Douglas Forster, Mr. Blayne
Johnson, Mr. Edward Farrauto, Ms. Kim Williams and Mr. Ryan King.
George Salamis, Chief Executive Officer and Director
Mr. Salamis has previously held senior management positions with established
mining and exploration companies, most notably Placer Dome Inc. and Cameco
Corporation, in addition to involvement in the formation and management of
several junior mining companies listed in Europe and North America. Mr. Salamis
has over 23 years' experience directing the exploration, development and mining
operations of a number of gold, base metal and coal projects in many different
regions of the world. In recent years, he has also played an integral role, both
in executive and non-executive positions, in several large merger and
acquisition transactions valued at over US$1 billion and in significant
financing initiatives, raising over US$800 million in equity financing for
various resource companies.
Ryan King, President and Director
Mr. King has 10 years' experience in the resource sector. Prior to joining
Pinecrest, he was responsible for institutional and retail marketing and
investor communications with several resources companies including Terrane
Metals Corp. ("Terrane Metals") In 2010, Terrane Metals was acquired by Thompson
Creek Mining for over CDN$700 million and the company is currently in
construction of the Mount Milligan copper gold deposit in central British
Columbia. In recent years, Mr. King has assisted with various financing
initiatives for various resource companies. Mr. King is currently on the board
of directors of Edgewater and was a member of the board of Sandwell Mining Ltd.
which in 2009 completed a reverse takeover with MBAC Fertilizer Corp. a TSX
listed company with advanced stage phosphate and potash projects in Brazil.
Kristian Dagsaan, CA, Chief Financial Officer
Mr. Dagsaan has been a Chartered Accountant (British Columbia) since 2007. Mr.
Dagsaan is CFO of Pinecrest Resources Ltd. (TSX VENTURE:PCR) and the former CFO
of Gainey Capital Corp. Mr. Dagsaan has been working in senior accounting roles
with junior mining companies since 2008. Mr. Dagsaan articled with
PricewaterhouseCoopers LLP and completed his undergraduate studies at Vancouver
Island University.
Douglas Forster, M.Sc., P.Geo. Director
Mr. Forster has been associated with the mining industry for over 30 years as a
geologist, senior executive, director and company founder. Mr. Forster holds a
B.Sc. (1981) in geology and a M.Sc.(1984) in economic geology from the
University of British Columbia, Canada. Mr. Forster has extensive experience in
resource project development, mergers and acquisition, equity finance and public
company management and has founded numerous companies listed on North American
Stock Exchanges. Mr. Forster is a registered member of the Association of
Professional Engineers and Geologists of British Columbia.
Blayne Johnson, Director
Mr. Johnson has been involved in the investment community for the past 20 years.
As a Vice President of First Marathon Securities he played a key role in
providing institutional financing to junior resource companies. During his
tenure at the firm, First Marathon participated in over Cdn$5 billion of equity
financings for natural resource companies. Mr. Johnson's work at First Marathon
involved equity and debt financings as well as mergers and acquisitions. Since
1996, Mr. Johnson has managed his own investment and real estate portfolios and
has been an active investor in the mining sector. He is currently Chairman of
Featherstone Capital Inc.
Edward Farrauto, Director
Mr. Farrauto has 17 years' experience as a senior financial officer in private
and public companies. Mr. Farrauto's experience encompasses financial and
regulatory compliance and public company management. Mr. Farrauto has been
directly responsible for overseeing private placement financings, prospectus
filings, reverse takeovers and merger and acquisition transactions. He has
extensive experience with U.S. filings including SEC clearance and reporting
issuers. Mr. Farrauto has his CGA designation.
Ms. Kim Williams, Director
Kimberly A. Williams - Ms. Williams holds a B.A.Sc. in marketing and management.
Ms. Williams previously held the position of Assistant Vice President at
Endeavour Financial Ltd. ("Endeavour"), a financial advisory firm focused on the
mineral resource industry. Her responsibilities at Endeavour involved assisting
clients with the implementation and closing of corporate transactions, the
coordination and management of equity financings, as well as managing public
company administration and regulatory compliance. Ms. Williams has over 18 years
of experience in the in the financial and legal services industry, specifically
in the resource mining sector. Prior to joining Endeavour, Ms. Williams held
Corporate Communications positions with various junior public companies in the
resource mining sector and is currently pursuing opportunities in the industrial
sector
Stock Options
Concurrent with the closing of the Transactions and subject to the acceptance of
the Exchange, the Company will grant up to 3,000,000 stock options to new
directors, officers and employees of Pinecrest at CDN$0.22 per post-consolidated
share, or such greater price as may be required by the Exchange, with an expiry
of five years.
About Pinecrest
Pinecrest is a British Columbia corporation that is based in Vancouver, BC. The
Company engages principally in the acquisition, advancement and development of
precious mineral properties. Upon completion of the Transaction, the Company
intends to explore and develop the Enchi gold project located in South West
Ghana and to continue to seek potential precious and base metal projects for
acquisition. The Company is currently listed as Tier 2 issuer on the TSX Venture
Exchange (the "Exchange"), and intends to apply for status as a Tier 1 issuer
concurrent with the completion of the Transaction.
Mr. Gregory Smith, P. Geo. a Technical Consultant to Pinecrest is the qualified
Person as defined by NI 43-101 and has prepared and approved the technical data
and information in this news release.
Further updates on the status of the Transaction will be provided by future
press releases as matters progress.
In accordance with policies of the Exchange, trading in the common shares of
Pinecrest has been halted in connection with the announcement of the
Transaction. Trading will remain halted until completion of the Transaction or
until satisfactory documentation with respect to the Transaction has been filed
with the Exchange to allow a resumption of trading.
On Behalf of the Board of Directors
PINECREST RESOURCES LTD.
Edward Farrauto, President & CEO, Director
Completion of the Transaction is subject to a number of conditions, including
TSX Venture Exchange acceptance and if applicable shareholder approval. The
Transaction cannot close until the required shareholder approval is obtained.
There can be no assurance that the Transaction will be completed as proposed or
at all.
Investors are cautioned that, except as disclosed in the management information
circular to be prepared in connection with the Transaction, any information
released or received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities of Pinecrest
should be considered highly speculative.
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 release.
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 and Edgewater, the
proposed Private Placement and 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 forward-looking statements.
FOR FURTHER INFORMATION PLEASE CONTACT:
Pinecrest Resources Ltd.
Ryan King
(604) 628-1012
rking@pinecrestresources.com
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