NewCastle Gold and Anfield Gold Shareholders Approve Merger with Trek Mining to Create Equinox Gold
December 19 2017 - 4:30PM
Trek Mining Inc. (TSX-V:TREK) (“Trek Mining”), NewCastle Gold Ltd.
(TSX:NCA) (“NewCastle”) and Anfield Gold Corp. (TSX-V:ANF)
(“Anfield”) are pleased to announce that NewCastle and Anfield
shareholders have approved the plan of arrangement (the
“Transaction”) whereby the two businesses will be acquired by Trek
Mining to create Equinox Gold Corp. (“Equinox Gold”), a new
multi-asset mining company.
The Transaction was approved by 93.3% of the
votes cast by NewCastle shareholders, and 91.0% of the votes cast
by NewCastle shareholders excluding the votes cast in respect of
shares held by parties required to be excluded pursuant to
applicable securities laws. The Transaction was also approved by
99.9% of the votes cast by Anfield shareholders, and 99.7% of the
votes cast by Anfield shareholders excluding the votes cast in
respect of shares held by parties required to be excluded pursuant
to applicable securities laws.
All other matters voted on at the respective
meetings were also passed, including the continuance of NewCastle
from the jurisdiction of Ontario to the jurisdiction of British
Columbia (the “NewCastle Continuation”) and the sale by Anfield of
its Coringa gold project. Following approval by its shareholders of
the NewCastle Continuation, NewCastle completed the NewCastle
Continuation and is now governed under the Business Corporations
Act (British Columbia).
The Supreme Court of British Columbia (the
“Court”) hearing for the final order to approve the Transaction is
expected to occur on December 21, 2017 and closing of the
Transaction is expected to occur on December 22, 2017, subject to
final approval by the TSX Venture Exchange (“TSX-V”) and the
Court.
On closing of the Transaction, NewCastle
shareholders will receive 0.873 Equinox Gold common shares for each
NewCastle common share held, and Anfield shareholders will receive
0.407 Equinox Gold common shares for each Anfield common share
held. Each NewCastle warrant and option and Anfield option will
become exercisable for Equinox Gold common shares, as adjusted in
accordance with the applicable exchange ratio. In addition, each
Trek Mining common share will represent one common share of Equinox
Gold, and each Trek Mining warrant and option will become
exercisable for Equinox Gold common shares.
Equinox Gold common shares and warrants are
expected to commence trading on the TSX-V at market open on
December 22, 2017 under the ticker symbols “EQX” and “EQX.WT”,
respectively. On the OTC market in the United States, the Equinox
Gold shares and warrants will continue trading as “LWLCF” and
“LWLLF”, respectively. Anfield shares are expected to cease trading
by way of a trading halt at market open on December 22, 2017.
NewCastle shares are expected to be de-listed shortly following the
completion of the Transaction.
Trek Mining Contacts
Christian Milau, CEORhylin Bailie, Vice
President Investor RelationsTel: +1 604-558-0560Email:
ir@trekmining.com
NewCastle Contact
Marc Leduc, Interim CEOTel: +1
416-366-5678Email: info@newcastlegold.ca
Anfield Contact
Marshall Koval, Chairman & CEOTel: +1
604-646-1899Email: info@anfieldgold.com
Cautionary Notes and Forward-Looking
Statements
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as such term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
This document contains certain forward-looking
information and forward-looking statements within the meaning of
applicable securities legislation (collectively “forward-looking
statements”). The use of the words “will”, “subject to”, “expected”
and similar expressions are intended to identify forward-looking
statements. Forward-looking statements contained in this news
release include, but are not limited to, statements regarding the
proposed Transaction, the proposed name change of the combined
company, the satisfaction of certain approvals (including TSX-V and
Court approvals) required to complete the Transaction, and the
proposed sale of Anfield assets. Although Trek Mining, NewCastle
and Anfield (the “Companies”) believe that the expectations
reflected in such forward-looking statements and/or information are
reasonable, undue reliance should not be placed on forward-looking
statements since the Companies can give no assurance that such
expectations will prove to be correct. These statements involve
known and unknown risks, uncertainties and other factors that may
cause actual results or events to differ materially from those
anticipated in such forward-looking statements, including the
risks, uncertainties and other factors identified in the Companies’
periodic filings with Canadian securities regulators, and
assumptions made with regard to: the Companies’ ability to complete
the proposed Transaction; the Companies’ ability to secure the
necessary legal and regulatory approvals required to complete the
Transaction; the date at which the securities of Trek Mining will
commence trading as Equinox Gold; the dates at which common shares
of Anfield and NewCastle will cease trading or be de-listing,
respectively; and the Companies’ ability to achieve the synergies
expected as a result of the Transaction. Furthermore, the
forward-looking statements contained in this news release are made
as at the date of this news release and the Companies do not
undertake any obligations to publicly update and/or revise any of
the included forward-looking statements, whether as a result of
additional information, future events and/or otherwise, except as
may be required by applicable securities laws.