Pinecrest Amends Structure of Previously Announced $3M Financing to A Non-Brokered Unit Private Placement

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


Pinecrest Resources Ltd. ("Pinecrest" or the "Company") (TSX VENTURE:PCR)
announces that it has amended the structure of its financing as previously
announced on May 22, 2014. The Company will now be undertaking a non-brokered
private placement (the "Private Placement") to raise Cdn$3,000,000 through the
issuance of 15,000,000 units (the "Units") at a purchase price of $0.20 per
Unit, rather than the previously announced subscription receipts. 


Each Unit will consist of one common share in the capital of the Company and one
common share purchase warrant (each a "Warrant"). Each Warrant will entitle the
holder to acquire an additional common share of the Company for $0.30 for a
period of 24 months from the closing date. 


The Private Placement will be conducted in reliance upon British Columbia
Instrument 45-534 (the "Instrument") which permits an issuer to distribute
securities to its existing shareholders, subject to the terms and conditions of
the Instrument. The Company has set May 28, 2014 as the record date for the
purpose of determining existing shareholders of the Company who are entitled to
purchase Units under the Private Placement. This exemption is not available to
shareholders resident in Ontario or Newfoundland, or certain jurisdictions
outside of Canada. The Company may combine the offering under the Instrument
with sales pursuant to other available prospectus exemptions, including sales to
accredited investors. 


The Company may accept qualifying subscriptions of up to $15,000 from existing
shareholders under the Instrument, and advises interested investors to contact
the Company. In the event that subscriptions received exceed Cdn$3,000,000,
Units will be allocated pro-rata among all subscribers. The Offering is subject
a minimum of Cdn$3,000,000.


As previously announced on May 22, 2014, the completion of the Private Placement
is subject to certain conditions including, the prior completion of the
consolidation of Pinecrest's share capital on a 4:1 basis, meaning four
pre-consolidated shares for one post-consolidated share, and the concurrent
completion of Pinecrest's acquisition (the "Acquisition") of 100% of the legal
and beneficial ownership of the Enchi gold project (the "Enchi Gold Project")
located in South West Ghana.


The Company intends to use the net proceeds of the Private Placement (net of
transaction costs) to advance the Enchi Gold Project by expending an aggregate
of $550,000 on a phase 1 work program which is expected to include a
metallurgical test program, a preliminary economic assessment and a geotechnical
assessment, $277,000 for operations in Ghana, $530,000 for general and
administrative purposes with the balance of $1,150,000 to be used for general
working capital purposes.


The Company will pay to arm's length finders a finder's fee of 6.0% of the gross
proceeds raised under the Private Placement in cash or at the election of the
finder in common shares of Pinecrest, and will issue to the finders such number
of common share purchase warrants as is equal to 6.0% of the number of Units
sold under the Private Placement exercisable for a period of 24 months from the
closing of the Private Placement at an exercise price of Cdn$0.20 per share. 


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.


About Pinecrest Resources Ltd.

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 Acquisition, the Company
intends to explore and develop the Enchi Gold Project 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 Acquisition. 


On behalf of the board of Pinecrest Resources Ltd.

Edward Farrauto, President and CEO 

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. 


This news release contains certain forward-looking statements, including
statements regarding the proposed Acquisitions, the 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
Pinecrest Resources (TSXV:PCR)
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