This press release is issued pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues
MONTREAL, July 21, 2015 /CNW Telbec/ - Lloyd I. Miller, III, the investment advisor to Lloyd I. Miller Trust A-4 ("Trust A-4"), acquired, on July 20, 2015, ownership of 626,400 common shares (the "Common Shares") of Newmarket Gold Inc. ("Newmarket") through Trust A-4. The Common Shares were acquired at an average price of USD$0.7519 per common share, or CDN$0.9761 per common share, which is based on the Noon Bank of Canada exchange rate on July 20, 2015. The acquisition of the 626,400 Common Shares was made through the facilities of the Toronto Stock Exchange. Such acquisition represents approximately 0.44% of the issued and outstanding common shares of Newmarket on a fully diluted basis.
Miller, through Trust A-4, LIMFAM LLC ("LIMFAM"), Lloyd I. Miller, III ("LIM") and Milfam II L.P. ("Milfam II"), owns and indirectly controls an aggregate of 6,543,323 Common Shares, representing approximately 4.59% of the outstanding Common Shares of Newmarket. Trust A-4 owns 3,840,535 Common Shares, which represents 2.70% of the outstanding Common Shares, LIMFAM owns 25,537 Common Shares, which represents 0.02% of the outstanding Common Shares, LIM owns 81,762 Common Shares, which represents 0.06% of the outstanding Common Shares, and Milfam II owns 2,595,489 Common Shares, which represents 1.81% of the outstanding Common Shares.
Miller, through personal holdings and through LIMFAM, Milfam II, Milfam III LLC ('Milfam III"), Trust A-4 and Marli B. Miller Revocable Trust ("MBM"), owns and controls an aggregate of CAD$8,347,000 Debentures. LIM owns CAD$1,010,000 Debentures which upon conversion, would represent 992,224 Common Shares, and which would represent 0.70% of the then outstanding Common Shares (on a fully diluted basis). Lloyd I. Miller, III IRA ("LIM IRA") owns CAD$339,000 Debentures which upon conversion, would represent 333,034 Common Shares, and which would represent 0.23% of the then outstanding Common Shares (on a fully diluted basis). Lloyd I. Miller, II SEP IRA ("LIM SEP") owns CAD$573,000 Debentures which upon conversion, would represent 562,915 Common Shares, and which would represent 0.40% of the then outstanding Common Shares (on a fully diluted basis). LIMFAM owns CAD$1,527,000Debentures which upon conversion, would represent 1,500,125 Common Shares, and which would represent 1.05% of the then outstanding Common Shares (on a fully diluted basis). Milfam II owns CAD$2,000,000 Debentures which upon conversion, would represent 1,964,800 Common Shares, and which would represent 1.38% of the then outstanding Common Shares (on a fully diluted basis). Milfam III owns CAD$250,000 Debentures which upon conversion, would represent 245,600 Common Shares and which would represent 0.17% of the then outstanding Common Shares (on a fully diluted basis). Trust A-4 owns CAD$2,148,000 Debentures which upon conversion, would represent 2,110,195 Common Shares, and which would represent 1.48% of the then outstanding Common Shares (on a fully diluted basis). MBM owns CAD$500,000 Debentures which upon conversion, would represent 491,200 Common Shares, and which would represent 0.35% of the then outstanding Common Shares (on a fully diluted basis).
Assuming the full conversion of the aggregate amount of CAD$8,347,000 Debentures (which represents an aggregate amount of 8,200,093 Common Shares), on a fully-diluted basis, Miller would beneficially own, directly and indirectly, 14,743,416 Common Shares representing approximately 10.35% of the then outstanding Common Shares.
The Debentures and Common Shares were acquired for investment purposes. Depending on the evolution of Newmarket's business, financial condition, the market for Newmarket securities, general economic conditions and other factors, Miller and his joint actors may acquire additional securities of Newmarket, or sell some or all of the securities they hold, in the open market, by private agreement or otherwise, subject to their availability at attractive prices, market conditions and other relevant factors.
SOURCE Lloyd I. Miller, III