SPC GLOBAL HOLDINGS LTD — Capital/Financing Update 2012

Jun 26, 2012

CREST MINERALS LIMITED ACN 150 015 446

25 June 2012

ASX Limited Level 8, Exchange Plaza 2 The Esplanade Perth WA 6000

ASX Announcement

UPDATED PRO-FORMA BALANCE SHEET

Set out in the Schedule is the updated pro-forma balance sheet for Crest Minerals Ltd (Company), based on the actual amount raised under the Company's prospectus dated 15 February 2012, as amended by the supplementary prospectus dated 16 April 2012 and the second supplementary prospectus dated 15 May 2012, being $3,500,000.

Yours Faithfully

JAROSLAW (JAREK) KOPIAS Company Secretary Crest Minerals Ltd

SCHEDULE – UPDATED PRO-FORMA BALANCE SHEET

The pro forma Statement of Financial Position set out below, has been prepared to illustrate the effects of the Offer on the basis of the final amount raised under the Company's prospectus dated 15 February 2012, as amended by the supplementary prospectus dated 16 April 2012 and the second supplementary prospectus dated 15 May 2012 and assumes completion of the pro forma transactions set out below as if they had occurred on 31 December 2011.

	Audited30June20111	Reviewed31December20112	ReviewedPro FormaAmount raised
Current assets
Cash and cash equivalents	101,201	94,972	3,392,118
Trade and other receivables	1,025	18,440	18,440
Other assets	-	58,878	-
Total current assets	102,226	172,290	3,410,558
Non current assets
Exploration expenditure	10,000	172,556	986,783
Total non current assets	10,000	172,556	986,783
Total assets	112,226	344,846	4,397,341
Current liabilities
Trade and other payables	9,645	34,744	34,744
Financial liabilities	90,000	50,000	-
Total current liabilities	99,645	84,744	34,744
NET ASSETS	12,581	260,102	4,362,597
Shareholders equity
Issued capital	22,500	472,500	4,354,310
Reserves	-	121,394	691,412
Retained earnings	(9,919)	(333,792)	(683,125)
TOTAL EQUITY	12,581	260,102	4,362,597

1. The historical Statement of Financial Position as at 30 June 2011 has been extracted from the audited financial statements of Crest Minerals Ltd.

2. The historical Statement of Financial Position as at 31 December 2011 has been extracted from the reviewed financial statements of Crest Minerals Ltd

Pro forma adjustments

The pro forma financial information has been prepared to illustrate the effects of the Offer and is based on the assumption that the transactions and events contemplated in the Prospectus dated 15 February 2012, as amended by the supplementary prospectus dated 16 April 2012 and the second supplementary prospectus dated 15 May 2012, summarised below and referred to as the pro forma adjustments, had taken place on 31 December 2011.

• (a) Subsequent events
  • (i) allotment of the additional shares to seed capital investors. Applications for a total of 500,000 shares at $0.10 per share, totalling $50,000 were received prior to 31 December 2011 but the shares had not been allotted prior to balance date. All shares were subsequently allotted;
  • (ii) the issue of 1,500,000 shares at $0.10 per share to raise $150,000 to seed capital investors;
  • (iii) on 11 January 2012 the Company issued 250,000 options to the Company Secretary. The options are unlisted, have an exercise price of $0.25 per option and are exercisable any time until 11 January 2016. The total fair value of the options is $15,174;
  • (iv) on 19 January 2012 the Company issued 1,500,000 options to the CEO. The options are unlisted, have an exercise price of $0.25 per option and are exercisable any time until 19 January 2016. The total fair value of the options is $91,046;
  • (v) on 19 January 2012 the Company transferred 500,000 shares to the CEO for no consideration. The total fair value of the shares is $50,000;
  • (vi) pursuant to an agreement dated 14 April 2012 the issue of 1,500,000 shares at $0.10 per share to the underwriter of the Offer.
  • (vii) pursuant to an agreement dated 14 April 2012 the transfer of 500,000 shares for no consideration.
• (b) Minimum subscription
  • (i) the issue of 17,500,000 fully paid ordinary shares at an issue price of $0.20 per share to raise $3,500,000 ("Full Subscription") pursuant to the Offer;
  • (ii) expenses associated with the Offer (including advisory, legal, accounting, listing and administrative fees as well as printing, travel and other expenses) are estimated to be $421,733. In accordance with Australian Accounting Standards an amount of $228,620 (net of tax) has been directly off set against share capital and $193,113 has been charged against retained earnings;
  • (iii) the issue of 1,050,000 options to the Company's Lead Manager. The options will be unlisted, have an exercise price of $0.25, exercisable any time within 4 years from date of issue and have a fair value of $162,048;

• (iv) pursuant to a farm-in agreement dated 26 May 2011 and a variation agreement dated 1 December 2011, the further cash payment of $65,000 and the issue of 1,750,000 shares at $0.20 per share ($350,000) to Western Resources Pty Ltd and Zetek Resources Pty Ltd (Vendors) as consideration for a 51% interest in the joint venture (Majestic North);
• (v) pursuant to a farm-in agreement dated 11 August 2011 and a variation agreement dated 29 December 2011, the further cash payment of $15,000 and the issue of 375,000 shares at $0.20 per share ($75,000) to Stuart Hooper (Vendor) as consideration for the right to earn an 80% interest in the joint venture (Mt Ida);
• (vi) pursuant to a farm-in agreement dated 17 August 2011 and a variation agreement dated 29 December 2011, the further cash payment of $40,000 and the issue of 1,000,000 options to McVerde Minerals Pty Ltd and Mr Gregory Jorgensen (Vendors) as consideration for a 90% interest in the joint venture (Heines Dam). The options will be unlisted, have an exercise price of $0.20, exercisable any time within 5 years from date of issue and have a fair value of $159,228;
• (vii) pursuant to a farm-in agreement dated 12 August 2011 and a variation agreement dated 29 December 2011, the Company will make a further cash payment of $10,000 and issue of 300,000 shares at $0.20 per share to BrilliantGold Pty Ltd ($60,000) and as consideration for a 51% interest in the joint venture (Yundamindera - BrilliantGold); and
• (viii) pursuant to a farm-in agreement dated 29 December and a variation agreement dated 11 January 2012, the Company will make a further cash payment of $5,000 to each of BrilliantGold Pty Ltd and Atticus Resources Limited and issue of 50,000 shares to BrilliantGold Pty Ltd and 100,000 shares to Zamanco Minerals Limited (previously Atticus Resources Limited) at $0.20 per share (total $30,000) as consideration for the right to earn a 51% interest in the joint venture (Yundamindera - BrilliantGold & Zamanco (previously Atticus)).
• (ix) pursuant to an agreement dated 14 April 2012, once the Company receives valid applications of at least $1,500,000, the issue of 1,000,000 options to the underwriter of the Offer. The options will be unlisted, have an exercise price of $0.25 per option, exercisable any time within 4 years from date of issue and have a fair value of $142,522.
• (c) Exploration expenditure and contingent liabilities

The above farm-in agreements include minimum exploration expenditure commitments and optional additional earning interest(s). Refer to the Solicitor's Report contained in Section 11 of the Prospectus dated 15 February 2012 for more details. During the preparation of this pro forma financial information we have assumed that only the consideration above will be satisfied.