Item 1.01 Entry into a Material Definitive Agreement

On June 12, 2008, Gold Crest Mines, Inc. (the "Company") entered into a Subscription Agreement with Cougar Gold LLC, a Delaware limited liability company ("Cougar Gold"), in which Cougar Gold agreed to purchase 8,000,000 shares of common stock at $0.10 per share, for gross proceeds of $800,000. The purchase of the shares was agreed to occur in two closings. The first closing took place on June 16, 2008, for $300,000. The second closing for $500,000 is anticipated to take place on or before August 13, 2008, and is contingent upon completion of a proposed business transaction.

A copy of the press release relating to the letter of intent is attached hereto as exhibit 99.1.

In April 2008, Cougar Gold acquired 1,666,667 shares from the Company for $250,000.

Item 3.02 Unregistered Sales of Equity Securities

As set forth above, the Company sold 3,000,000 shares of common stock to Cougar Gold for $300,000 and has agreed to sell an additional 5,000,000 shares for $500,000. These shares were issued without registration under the Securities Act by reason of the exemption from registration afforded by the provisions of
Section 4(6) and/or Section 4(2) thereof, and Rule 506 promulgated thereunder, as a transaction by an issuer not involving any public offering. At the time of the purchase Cougar Gold was an accredited investor as defined in Regulation D.
It delivered appropriate investment representations with respect to this stock sale and consented to the imposition of restrictive legends upon the stock certificate representing the shares. Cougar Gold did not enter into the transaction with the Company as a result of or subsequent to any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast on television or radio, or presented at any seminar or meeting. Representatives of Cougar Gold were also afforded the opportunity to ask questions of the Company's management and to receive answers concerning the terms and conditions of the transaction. No underwriting discounts or commissions were paid in connection with the stock sale.

Item 9.01