Hillcrest Announces Private Placement

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC, May 27, 2024 – Hillcrest Energy Technologies (CSE: HEAT) (OTCQB: HLRTF) (FRA: 7HI) (“Hillcrest” or the “Company”), announces a non-brokered private placement of up to an aggregate of 3,000,000 units of the Company (a “Unit”) at a price of $0.25 per Unit for aggregate gross proceeds of up to $750,000 (the “Offering”).

“This placement includes shareholders who were unable to meet the deadlines associated with our previous offering,” stated Hillcrest CEO, Don Currie.   “We intend to use a portion of the proceeds to expand marketing activities to run parallel with anticipated near-term advancements in technical and commercial developments.”

Each Unit will consist of one common share in the capital of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $0.30 per Common Share for a period of 36 months from the date of issuance. However, the Warrants will be subject to an accelerated expiry upon thirty (30) business days’ notice from the Company in the event the Common Shares trade for ten (10) consecutive trading days any time after four (4) months from the date of issuance at a volume-weighted average price of at least $0.50 on the Canadian Securities Exchange (the “CSE”).

The Company intends to use the proceeds from the Offering for increased marketing and investor relations activities as well as technology development and general working capital, including retirement of existing accounts payable.

The Company may pay finders fees to eligible finders for services in connection with the Offering in cash and/or finder’s warrants exercisable into Units on the same terms as the Units distributed in the Offering, in accordance with the policies of the CSE.  All securities issued in connection with the Offering will be subject to a statutory hold period of four months and one day following the date of issuance in accordance with applicable Canadian securities laws.

The securities of the Company referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.