NewCastle Gold and Anfield Gold Shareholders Approve Merger with Trek Mining to Create Equinox Gold
Trek Mining Inc.
Suite 730 – 800 West Pender St
Vancouver, BC V6C 2V6
Tel: +1 604-558-0560
www.trekmining.com | [email protected]
NewCastle Gold Ltd.
Suite 2915 – 181 Bay St
Toronto, ON M5J 2T3
Tel: +1 416-366-5678
www.newcastlegold.ca | [email protected]
Anfield Gold Corp.
Suite 410 – 625 Howe St
Vancouver, BC V6C 2T6
Tel: +1 604-646-1899
www.anfieldgold.com | [email protected]
NEWS RELEASE
NewCastle Gold and Anfield Gold Shareholders Approve Merger with Trek Mining to Create Equinox Gold
December 19, 2017 – Vancouver, BC – 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 T ransaction 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 Go ld 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, CEO
Rhylin Bailie, Vice President Investor Relations
Tel: +1 604-558-0560
Email: [email protected]
- 2 -
NewCastle Contact
Marc Leduc, Interim CEO
Tel: +1 416-366-5678
Email: [email protected]
Anfield Contact
Marshall Koval, Chairman & CEO
Tel: +1 604-646-1899
Email: [email protected]
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 fr om 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.