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 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, Chief Executive Officer
Rhylin Bailie, Vice President Investor Relations