PCR Pinecrest Resources Ltd

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


Mr. Edward Farrauto, CEO of Pinecrest Resources Ltd. (TSX VENTURE:PCR)
("Pinecrest" or the "Company") is pleased to announce that further to the
Company's press releases dated May 21 and May 29, 2014, the Company and
Sandstorm Gold Ltd. ("Sandstorm") (TSX:SSL)(NYSE MKT:SAND) have signed a
non-binding letter of intent (the "Sandstorm LOI") dated July 14, 2014 which
sets out the proposed terms and conditions of an intended strategic alliance
(the "Strategic Alliance") between the corporations, which is subject to
Pinecrest's indirect acquisition (the "Acquisition") of a 100% legal and
beneficial interest (representing a 90% interest after taking into account the
10% interest held by the Government of Ghana) in the Enchi gold property (the
"Enchi Project"), located in Ghana, West Africa. The Enchi Project is currently
the subject of a joint venture between Red Back Mining Ghana Limited ("Red
Back") (49% interest), a wholly-owned subsidiary of Kinross Gold Corporation
(TSX:K)(NYSE:KGC) and Edgewater Exploration Ltd. ("Edgewater") (TSX VENTURE:EDW)
(51% interest). Pinecrest has entered into non-binding letters of intent with
both Red Back and Edgewater to acquire the Enchi Project, and is currently
negotiating the terms of definitive agreements with each corporation,
respectively.


Proposed Sandstorm Strategic Alliance

Under the terms of the Strategic Alliance it is proposed that:



--  Sandstorm will subscribe for Cdn$2,000,000 of units in a non-brokered
    private placement of Pinecrest, on the terms set out below. It is
    estimated that on completion of the private placement Sandstorm will
    hold approximately 18% of the post-consolidation common shares of
    Pinecrest following completion of the consolidation of the share capital
    of Pinecrest, the private placement and the Acquisition. 
    
--  Upon completion of the Acquisition, Red Back will retain a 2% net
    smelter return royalty (the "Royalty") on production from the Enchi
    Project. Pinecrest will indirectly have the right at any time to buy
    back (the "Royalty Buy Back Right") 50% (1%) of the Royalty for US $3.5
    million (with the result that Red Back would hold a 1% net smelter
    return royalty). Upon completion of the Acquisition, it is intended that
    the Company will indirectly assign to Sandstorm all of its then right,
    title and interest and obligations in the Royalty Buy Back Right. 
    
--  Upon completion of the Acquisition, it is intended that Pinecrest will
    grant to Sandstorm a right of first refusal for a defined period of time
    to provide metal stream financing sought by Pinecrest with respect to
    gold produced from the Enchi Project, upon industry standard terms for
    such financings. 



The closing of the transactions contemplated by the Sandstorm LOI are subject to
a number of conditions, including but not limited to the completion of the
Acquisition, the execution of definitive agreements with respect to the
Strategic Alliance; normal conditions precedent for transactions such as these,
including the completion of satisfactory due diligence by both parties, the
acceptance of the Exchange, the completion of a consolidation of the common
shares of Pinecrest, the completion by Pinecrest of a financing to raise a
minimum of Cdn$3,000,000. There can be no assurance that the transactions
contemplated by the Strategic Alliance will be completed as proposed or at all.


Increase in Non-Brokered Private Placement

As a result of the proposed Strategic Alliance, Pinecrest is also pleased to
announce, subject to the acceptance of the TSX Venture Exchange, an increase in
the private placement previously announced on May 29, 2014 from 15,000,000 units
to up to 18,000,000 units for increased gross proceeds of up to Cdn$3,600,000 on
the terms previously announced. 


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 Cdn$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 Cdn$15,000 from
existing shareholders under the Instrument, and urges interested investors to
contact the Company. In the event that subscriptions received exceed
Cdn$3,600,000, Units will be allocated pro-rata among all subscribers. The
Offering is subject to 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 (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 the Acquisition. 


The Company intends to use the net proceeds of the Private Placement (net of
transaction costs) to advance the Enchi Project by expending an aggregate of
Cdn$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, Cdn$277,000 for operations in Ghana, Cdn$530,000 for general and
administrative purposes with the balance of to be used for general working
capital purposes, which will be Cdn$1,714,120 if the Private Placement is fully
subscribed and Cdn$1,150,120 if the minimum of Cdn$3,000,000 is raised.


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.


Post-Transaction Capital Structure

On completion of the Consolidation, the Private Placement and the closing of the
Acquisition, Pinecrest will have approximately 54,888,887 common shares issued
and outstanding and 78,631,387 shares common on a fully diluted basis. The
proposed equity ownership of the Company is anticipated to be as outlined below:




Holder                                                 Percentage Ownership 
Red Back                                                              19.90%
Edgewater                                                          36.83(i)%
Original Pinecrest shareholders                                       10.48%
New Capital (Private Placement):                                            
  Sandstorm Gold                                                      18.22%
  Other subscribers                                                   14.57%
                                                                      100.0%



(i) The Acquisition Shares are to be distributed by Edgewater to its
shareholders on a pro-rata basis as soon as reasonably practicable after the
closing of the Acquisition.


Update on the Acquisition

The Company is proceeding to negotiate the terms of the definitive agreements
for the Acquisition with Red Back and Edgewater. 


The Company anticipates holding an annual and special meeting of its
shareholders to approve the share consolidation, the proposed change of control
of the Company and normal annual meeting matters during August, 2014.


Further updates on the status of the Acquisition and the Strategic Alliance will
be provided by future press releases as matters progress.


About Pinecrest Resources Ltd.

Pinecrest Resources Ltd. is a mineral exploration and mine development company
focused on creating shareholder value through the development of quality
precious metal projects. On completion of the transaction with Edgewater, Red
Back and Sandstorm, Pinecrest will be focused on the advancement and development
of the Enchi Gold Project in Ghana. Pinecrest has an experienced exploration,
mine building and operating team with a proven track record. 


About Sandstorm Gold Ltd.

Sandstorm Gold Ltd. is a gold streaming company. Sandstorm provides upfront
financing to gold mining companies that are looking for capital and in return,
receives a gold streaming agreement. This agreement gives Sandstorm the right to
purchase a percentage of the gold produced from a mine, for the life of the
mine, at a fixed price per ounce. Sandstorm has acquired a portfolio of nine
streams and twenty-eight royalties, fourteen of which are producing gold.
Sandstorm plans to grow and diversity its low cost production profile through
the acquisition of additional gold streams. 


On Behalf of the Board of Directors 

PINECREST RESOURCES LTD. 

Edward Farrauto

President & CEO, Director

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.


Cautionary Note Regarding Forward Looking Statements

This news release contains certain forward-looking statements, including
statements regarding the proposed transactions with Red Back and Edgewater, the
proposed Private Placement and Consolidation of the Pinecrest share capital, the
proposed Strategic Alliance 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 the Company 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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Pinecrest Resources (TSXV:PCR)
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