Trek Mining, NewCastle Gold and Anfield Gold Announce Court Approval of the Plan of Arrangement to Form Equinox Gold Corp.
December 21 2017 - 2:37PM
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 have
been granted a final order by the Supreme Court of British Columbia
approving the previously announced plan of arrangement (the
“Transaction”) whereby the businesses will be combined with Trek
Mining to create Equinox Gold Corp. (“Equinox Gold”), a new
multi-asset mining company. Substantially all the terms and
conditions of the Transaction have been met and it is expected that
the Transaction will close on December 22, 2017. The Transaction
remains subject to final approval by the TSX Venture Exchange
(“TSX-V”).
On closing of the Transaction, NewCastle
shareholders will receive 0.873 Equinox Gold common shares for each
NewCastle share held, and Anfield shareholders will receive 0.407
Equinox Gold common shares for each Anfield 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
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 press
release include, but are not limited to, statements regarding the
proposed Transaction, the proposed name change of the combined
company, and the satisfaction of certain approvals (including TSX-V
approval) required to complete the Transaction. 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 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-listed, 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.