Pinecrest Announces Closing of $3.0 Million Financing

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, June 17, 2020 (GLOBE NEWSWIRE) — Pinecrest Resources Ltd. (TSX-V: PCR) (the “Company” or “Pinecrest”) is pleased to announce the closing of the non-brokered private placement of 15,000,000 common shares (the “Private Placement”) previously announced on May 19th, 2020 at a price of $0.20 per common share for gross proceeds of $3.0 million. Post financing the Company has 79,951,297 common shares issued and outstanding with major shareholders including management and board 39%, Ruffer LLP 9% and other institutional investors owning 11%. All amounts disclosed in this press release are in Canadian dollars.

Luke Alexander, President and Chief Executive Officer of Pinecrest Resources, stated: “We would like to welcome our new shareholders who participated in the $3.0 million financing and thank existing holders who continue to support the Company by increasing their ownership. Combined with the institutional investors who recently purchased Kinross’ 17% equity stake in the Company, we could not have asked for backing from a better group of shareholders. We are currently planning for a Q3 2020 start for a resource delineation and discovery drilling program at our Enchi gold project. We have also started work to update Enchi’s current 1.0 million ounce NI 43-101 inferred resource to include additional 2017 drill results and utilizing metal prices and cut-off grades that better reflect today’s gold price environment. Pinecrest is uniquely positioned in the market with management and the board owning 39% of the Company, which aligns us with investors in wanting to create significant shareholder value.”

In consideration for introducing certain subscribers to the Private Placement, the Company issued 134,750 common shares and paid cash finders’ fees totalling $6,750 to certain finders.

All securities issued to the placees under the Private Placement are subject to a four-month hold period expiring October 18, 2020 under applicable Canadian securities legislation and stock exchange policy. The Company intends to use the proceeds of the Private Placement for exploration drilling and resource delineation, updating the resource and general working capital.

Certain insiders of the Company acquired 4,980,000 common shares pursuant to the Private Placement. The issuance of common shares to insiders is considered to be a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61‑101 (and Policy 5.9) contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of any Insider participation.

The Company did not file a material change report more than 21 days before the expected closing of the Private Placement as the details of the Private Placement and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons and in a timeframe consistent with usual market practices for transactions of this nature.

Qualified Person