Hillcrest Announces Closing of Oversubscribed Non-Brokered Private Placement

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

VANCOUVER, BC, June 4, 2024 – Hillcrest Energy Technologies (CSE: HEAT) (OTCQB: HLRTF) (FRA: 7HI) (“Hillcrest” or the “Company”), announces that, further to its news release on May 27, 2024, the Company has completed a non-brokered private placement of 3,530,000 units of the Company (the “Units”) at a price of $0.25 per Unit for gross proceeds of $882,500 (the “Offering”). Each Unit is comprised of one common share in the capital of the Company (a “Share”) and one Share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to acquire one additional Share (a “Warrant Share”) at a price of $0.30 per Warrant Share for a period of 36 months from the date of closing (the “Closing Date”). The Warrants are subject to an accelerated expiry upon thirty (30) business days notice from the Company in the event the Shares trade for ten (10) consecutive trading days anytime after four (4) months from closing of the Offering at a volume-weighted average price of at least $0.50 on the Canadian Securities Exchange (the “CSE”).

In connection with closing of the Offering, the Company issued 36,000 non-transferable Share purchase warrants (the “Compensation Warrants”) to an arm’s length service provider, with each Compensation Warrant exercisable into a Share (a “Compensation Share”) at a price of $0.30 per Compensation Share for a period of 36 months from the Closing Date. The Compensation Warrants are subject to an accelerated expiry upon thirty (30) business days notice from the Company in the event the Shares trade for ten (10) consecutive trading days anytime after four (4) months from closing of the Offering at a volume-weighted average price of at least $0.50 on the CSE.

In connection with the Offering, one subscriber sold an aggregate of 600,000 Shares and used the proceeds to facilitate their participation in the Offering.

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. Active investor relations contracts of the Company have been disclosed pursuant to the policies of the CSE, and the Company intends to disclose any future Promotional Activity (as such term is defined in the policies of the CSE) as the Company arranges for the provision of such services.

The subscribers in the Offering included a director and officer of the Company (the “Insider”) who subscribed for an aggregate of 600,000 Units. The issuance of Units to the Insider constitutes a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”). The Company is relying on the exemption from valuation requirement and minority approval pursuant to subsection 5.5(a) and 5.7(a) of MI 61-101, respectively, for the insider participation in the Offering, as the Units do not represent more than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101.

All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

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.