|By Marketwired .||
|December 28, 2012 01:07 PM EST||
MONTREAL, QUEBEC -- (Marketwire) -- 12/28/12 -- Creso Exploration Inc. ("Creso" or the "Corporation") (TSX VENTURE:CXT)(FRANKFURT:C3X) announces the closing of part of the non-brokered private placement announced earlier this month. The Corporation issued 3,400,000 "flow-through" units (each, a "FT Unit") and 8,400,000 units (each, a "Unit"). Each of the FT Units and Units was issued at a price of $0.05 for aggregate gross proceeds of $590,000 (the "Private Placement"). Each FT Unit is comprised of one common share of the Corporation issued on a flow-through basis and one-half of a common share purchase warrant of the Corporation (each whole common share purchase warrant, a "Warrant"). Each Unit is comprised of one common share of the Corporation (a "Unit Share") and one Warrant. Each Warrant entitles its holder to subscribe for one additional common share at an exercise price of $0.10 during a 24-month period following closing of the Private Placement. All securities issued pursuant to the Private Placement have a four-month hold period. All securities issued under or in connection with the Offering are subject to a hold period in Canada until October 7, 2012. The Private Placement is subject to receipt of the final approval of the TSX Venture Exchange.
An insider of the Corporation subscribed for $300,000 of the Private Placement. This participation constitutes a "related party transaction" under Multilateral Instrument 61-101 ("MI 61-101"), but the Corporation was exempt from both the formal valuation and minority shareholder approval requirements of MI 61-101 in connection with the Private Placement as neither the fair market value of the securities issued, nor the consideration for such securities, in so far as it involves interested parties, exceeded 25% of the Corporation's market capitalization as calculated pursuant to MI 61-101.
The net proceeds of the Private Placement will be used to finance the exploration program of the Corporation and its working capital.
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.
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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