Early Warning News Release Issued Pursuant to NI 62-103 Acquisition of Common Shares of Rain City Resources Inc.

(TheNewswire)

Vancouver, B.C. - TheNewswire – November 8, 2021 – This news release is being disseminated by Crest Resources Inc. (the “Acquiror”) (CSE:CRES) (CNSX:CRES.CN) (OTC:CRSTF) pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”), in connection with the acquisition of certain common shares (the “Common Shares”) of Rain City Resources Inc. (the “Issuer”), a British Columbia corporation whose common shares are listed for trading on the Canadian Securities Exchange under the symbol “RAIN”.  

On November 5, 2021, the Acquiror acquired 3,880,000 Common Shares at a price of $0.04 per Common Share in the open market for total investment of $155,200. This transaction represents 8.12% in the Acquiror’s securityholding percentage in the issued and outstanding Common Shares of the Issuer.

Prior to the transaction, the Acquiror owned and controlled 4,100,501 Common Shares of the Issuer representing 8.58% of the then issued and outstanding Common Shares of the Issuer based on a total of 47,795,601 Common Shares outstanding as November 5, 2021.

Subsequent to the transaction, the Acquiror owned and controlled 7,980,501 Common Shares of the Issuer representing 16.70% of the then issued and outstanding Common Shares of the Issuer based on a total of 47,795,601 Common Shares outstanding as of November 5, 2021.

Emma Fairhurst (“Fairhurst”), Chairperson, interim Chief Executive Officer, Director and 10% holder of the Acquiror.

Prior to the transaction, the Acquiror together with Fairhurst owned and controlled 16,800,501 Common Shares and 12,700,000 warrants of the Issuer representing 35.15% of the then issued and outstanding Common Shares of the Issuer based on a total of 47,795,601 Common Shares outstanding as of November 5, 2021; or 29,500,501 Common Shares of the Issuer representing 48.77% of the outstanding shares assuming exercise of the 12,700,000 warrants held by the Acquiror.

Subsequent to the transaction, the Acquiror together with Fairhurst owned and controlled 20,680,501 Common Shares of the Issuer representing 43.27% of the then issued and outstanding Common Shares of the Issuer based on a total of 47,795,601 Common Shares outstanding as of November 5, 2021; or 33,380,501 Common Shares of the Issuer representing 55.18% of the outstanding shares assuming exercise of the 12,700,000 warrants held by the Acquiror.

The Acquiror has acquired the Common Shares for investment purposes and in accordance with applicable securities laws.  The Acquiror may, from time to time, acquire additional common shares and/or other equity, debt or other securities or instruments (collectively, “Securities”) of the Issuer in the open market or otherwise, and reserves the right, subject to applicable securities law, to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Issuer and other relevant factors.

A copy of the early warning report dated November 8, 2021 to be filed by the Acquiror in connection with the acquisition of the Common Shares of the Issuer will be available on SEDAR at www.sedar.com under the Issuer’s profile.  A copy of such report will also be available from the Acquiror upon written request to Crest Resources Inc. at #3043, 595 Burrard Street, Vancouver, BC V7X 1J1 Tel: 778 819 2709.

For additional information, contact:

Christopher Huggins

President and COO

Crest Resources Inc.778 819 2709

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