NewCastle Gold and Anfield Gold Shareholders Approve Merger with Trek Mining to Create Equinox Gold
December 19, 2017
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.
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.