Ravencrest Resources announces name change and $6M private placement




News Release

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RAVENCREST ANNOUNCES ANNUAL AND SPECIAL GENERAL MEETING RESULTS AND PRIVATE PLACEMENT

CSE – RVT
September 8, 2017 – Vancouver, BC, Canada – Ravencrest Resources Inc. (the “Company”) [CSE – RVT] is pleased to announce the results of its Annual and Special General Meeting held September 6, 2017 in Vancouver, BC (the “AGM”).

Results of the Annual General Meeting
At the meeting, the shareholders unanimously approved the following resolutions:
 Ordinary resolution fixing the number of Directors of Directors for the ensuing year at four (4);
 Ordinary resolution appointing Anton J. Drescher, Hendrik van Alphen, Jorge Bonet and Chris Alvin Bechtel as directors for the ensuing year;
 Ordinary resolution re-appointing Crowe MacKay LLP, Chartered Accountants, as the Company’s Auditor for the ensuing year at a remuneration to be determined by the Board of Directors; and
 Ordinary resolution re-approving the Company’s 10% rolling stock option plan; and
 A special resolution approving the adoption of new Articles of Incorporation (the “New Articles”) which provide for, among other things, advance notice provisions (the “Advance Notice Provisions”) for the nomination of directors to the Company’s Board. For a detailed summary of the terms of the New Articles, please see the Company’s Information Circular dated August 15, 2017, a copy of which is available under the Company’s SEDAR profile at www.sedar.com. Following adoption by the Company’s Board of Directors, a copy of the New Articles will be available under
the Company’s SEDAR profile.

Advance Notice Provisions

The Advance Notice Provisions include, among other things, a provision that requires advance notice be given to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company.

The Advance Notice Provisions set a deadline by which shareholders must submit nominations (a “Notice”) for the election of directors to the Company prior to any annual or special meeting of shareholders. The Advance Notice Provisions also set forth the information that a shareholder must include in the Notice to the Company, and establish the form in which the shareholder must submit the Notice for that notice to be in proper written form.

In the case of an annual meeting of shareholders, a Notice must be provided to the Company not less than 30 days and not more than 65 days prior to the date of the annual meeting. However, in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, a Notice must be provided to the Company not later than the close of business on the 10th day following such public announcement.

In the case of a special meeting of shareholders (which is not also an annual meeting), a Notice to the Company must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

Private Placement

The company is also pleased to announce that, in connection with the completion of the proposed acquisition of the business and assets of the CL2G Group and all outstanding securities of Alberta Green Biotech Inc. (“AGB”) previously announced in the Company’s news release of May 25, 2017 (the “Transaction”), the Company intends to complete a non-brokered private placement of up to 20,000,000 common shares at a price of $0.30 per common share for aggregate proceeds of up to $6,000,000. All common shares to be issued under the private placement will be subject to a hold period expiring four months and one day from the date of issuance. Cash finders’ fees equal to 8% of the subscription proceeds may be paid in respect of subscriptions by certain arm’s length subscribers. It is anticipated that certain current members of the Company’s board and management will participate in the private placement.

The net proceeds of the offering are proposed to be used to pay outstanding accounts payable, including accrued amounts and loans owing to directors, officers and other related parties, complete the Transaction, including currently outstanding lease payments and trade debt owing by AGB, and for general working capital.

Name Change

In connection with the Closing of the Transaction, the Company intends to change its name to “Ravenquest Biomed Inc.”, and it is anticipated its common shares will trade under the symbol “RQB”.

FOR FURTHER INFORMATION PLEASE CONTACT:
Anton J. Drescher, CPA, CMA
President
Ravencrest Resources Inc.
(T) (604) 685-1017
E-mail: ajd@harbourpacific.com

Ravencrest Resources Inc.
Suite 507 – 837 West Hastings Street, Vancouver, BC V6C 3N6