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Crest Resources Inc
Symbol CRES
Shares Issued 43,072,334
Close 2020-08-06 C$ 0.215
Recent Sedar Documents

Crest, Ethos sign MOU to develop deep-tech ecosystems

2020-08-06 14:13 ET - News Release

Mr. Michael Collins reports

CREST RESOURCES SIGNS MOU ON GENERATIVE DEVELOPMENT PROJECT; APPOINTS JONAS LAUREN NORR TO THE BOARD OF DIRECTORS; AND ACQUIRES KEY INVESTMENTS

Crest Resources Inc. has accelerated the growth of its business. Highlights include:

  • A joint venture with a Silicon Valley incubator/investor to create the next-generation venture capital ecosystem to create and finance revolutionary improvements in mineral exploration and other primary industry sectors;
  • The appointment of renowned thought leader Jonas Lauren Norr to the Crest board, further cementing the expansion of Crest into new markets and complementing the management team created by Michael Collins;
  • The acquisition of significant investments in two pioneering mineral exploration companies, Inflection Resources Ltd. and Headwater Gold Inc., with both companies representing revolutionary approaches to exploration in their respective regions.

Memorandum of understanding with Ethos Real Assets

Crest has executed a memorandum of understanding to enter into a joint venture with San Francisco-based Ethos Real Assets to co-develop deep-technology ecosystems generating venture-backed solutions to innovate and solve for legacy business and infrastructure in the developed and developing world. Jonas Lauren Norr, the founder of Ethos Real Assets, has been at the heart of Silicon Valley's technological innovation for decades, seeking to harness the tools provided through the processes of venture building and applied research to support technological solutions that will generate social impact and drive the innovation ecosystems of tomorrow.

The JV will target core technologies that deliver impact while addressing the most pressing efficiency concerns for core industries, including, but not limited to, natural resources, agriculture, energy and health care, by utilizing groundbreaking solutions offered by artificial intelligence, robotics, chemistry and bioscience, among others. Under the MOU, groundwork is slated to begin with the first sites as early as September, 2020, with an initial cohort of solutions to be identified and alpha tested by the first quarter of 2021. The JV seeks to offer an innovative alternative to venture capital for core technologies with robust industry applications outside of the most active global innovation hubs.

Crest president and chief executive officer Michael Collins commented: "Crest is driven to seek alpha for our investors in resources and related businesses. This joint venture takes us to the global centre of innovation and gives us root access to cutting-edge technology which will profoundly change the way mines are found, modelled and developed."

The MOU proposes that Crest will issue four million common shares to Ethos Real Assets for its exclusive role in sourcing and managing the technical resources and incubation activities, as well as the sourcing of local resources and stakeholders in the delivery of the solutions the JV will collectively generate on sites that Crest will facilitate.

Board appointment of Jonas Lauren Norr

The company is pleased to announce that Mr. Norr has been appointed to the board of directors of Crest Resources. Mr. Norr has been investing in early-stage ventures since 2000. As a co-founder and managing partner of Gravity Ranch Ventures, he primarily occupies himself with supporting deep technologies that emerge from SRI International (Stanford Research Institute) aimed at solving some of the world's greatest problems. He has been the founder or an executive to five companies, two of which made public offerings and two of which were acquired. Sectors of interest have included renewable energy, biotechnology, education, media and real assets. Infrastructure-scale projects in renewable energy and real assets have been initiated through: Nexcentrica Capital Partners, Ethos Real Assets, qMobility, Future Energy Partners UK and Qoo Energy. He is a senior adviser to SpaceFund, a special adviser to Peterson Real Assets and a regular speaker on technology and social impact.

Prior to his appointment to the board of directors of Crest, Mr. Norr served as a technical adviser to the company and holds 500,000 stock options that are exercisable at a price of 6.5 cents per share until June 1, 2025. Mr. Norr is the founder of Ethos Real Assets, which is proposed to receive four million common shares of the company under the MOU.

Investment in Ore Capital Partners Ltd.

The company has entered into an agreement to acquire a 36-per-cent interest in Ore Capital Partners, a private investment holding company, from a consortium of 1247814 B.C. Ltd., Garry Stock and Jason Cubitt for consideration of 18,647,122 common shares of the company. The core assets of Ore are: (i) 14,750,001 common shares of Inflection Resources, a junior resource company focused on new discoveries in the Lachlan fold belt and the Croydon goldfield in Australia, with a market capitalization of $27-million; and (ii) 12,038,443 common shares of Headwater Gold, a private junior resource company with an innovative portfolio of 100-per-cent-owned mineral projects in Nevada, Idaho and Oregon. The transaction is anticipated to close in mid-August/late August, 2020, subject to due diligence and regulatory approvals, including from the CSE.

Garry Stock, a director of the company and also a director of Ore, will receive 705,885 common shares of the company in the transaction.

1247814 B.C., a private British Columbia company controlled by Emma Fairhurst, a consultant to the company, will receive 16,000,055 common shares of the company in the transaction. Subsequent to the transaction, Ms. Fairhurst will control 18,850,055 common shares of the company, representing approximately 28.52 per cent of the issued and outstanding common shares of the company, based on an estimated total of 66,094,456 common shares outstanding following the transaction, or 28,000,055 common shares of the company, representing approximately 37.21 per cent of the outstanding shares, assuming the exercise of 150,000 stock options and nine million warrants controlled by Ms. Fairhurst. Ms. Fairhurst agrees to vote a maximum 19.9-per-cent interest until such time as Ms. Fairhurst is diluted below a 20-per-cent interest or there is a shareholder vote to allow a new insider control position, which the company will endeavour to hold at the next annual or special meeting.

Sale of investment in Mariner Resources Corp.

The company has entered into agreements to sell 1,038,300 common shares of Mariner Resources held by the company at a price of 12 cents per share in private transactions with certain purchasers. The transactions are expected to close in late November, 2020, or early December, 2020.

About Crest Resources Inc.

The company's principal business activities are the acquisition, exploration and evaluation of mineral property assets in Canada, Australia and Peru, and investing in mineral exploration companies and related mining technologies of merit.

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