VANCOUVER, British Columbia, Nov. 16, 2017 (GLOBE NEWSWIRE) -- 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 an update on the
proposed transaction to combine their businesses to create Equinox Gold Corp. (“Equinox Gold”), as previously announced on October
25, 2017 (the “Transaction”). Led by Ross Beaty as Chairman, Equinox Gold will be a well-financed gold mining company with a
near-term strategy to become a multi-asset, low-cost gold producer.
A number of significant milestones have been achieved since the Transaction was announced, further bolstering
Equinox Gold’s treasury and advancing the Aurizona Gold Mine (“Aurizona”).
- Trek Mining received the final key permit required to construct Aurizona and expand throughput to 8,000 tonnes per
day to achieve targeted average production of 136,000 ounces of gold per year
- Anfield entered into an agreement to sell its Coringa Gold Project for US$22 million
- Anfield entered into an agreement to sell a receivable due to the company for US$13 million
- Joint information circular will be mailed to NewCastle and Anfield shareholders on November 28, 2017
- Special meetings of NewCastle and Anfield shareholders scheduled for December 19, 2017
- Transaction close anticipated on or about December 22, 2017
MONETIZATION OF ANFIELD ASSETS
Anfield has delivered on its stated objective of monetizing its assets, and has entered into separate agreements
to sell its Coringa Gold Project in Brazil and to sell a receivable due to the company. These assets were sold for an
aggregate of US$35 million (C$44.8 million), in addition to the C$11 million already in Anfield’s treasury (as at September 30,
2017). Assuming successful closing of both agreements, Anfield anticipates that US$18 million (C$23.0 million) will be
received before closing of the Transaction, with an additional US$5 million (C$6.4 million) to be received in Q1-2018 and
the remainder to be received before year-end 2019. The agreements are subject to certain conditions, as outlined in the Anfield
press releases dated November 10 and November 14, 2017.
Upon completion of the Transaction and the Anfield asset sales, Aurizona will be fully funded to production.
Equinox Gold will have pro forma cash and marketable securities of approximately C$143 million (cash as at September 30, 2017 plus
aggregate proceeds from Anfield asset sales), will draw from a US$85 million credit facility to fund Aurizona construction, and can
also access up to US$200 million for future project development and acquisitions, providing significant capacity to develop the
Castle Mountain Gold Project in California and continue to grow the company.
AURIZONA PERMIT
Trek Mining has received the final key permit for Aurizona, allowing the company to complete the construction
activities required to commence production at the mine and expand throughput to 8,000 tonnes per day, with the expectation of
producing on average 136,000 ounces of gold per year. Early works construction is underway and the company is on track to pour gold
in late 2018.
NEXT STEPS TO CLOSE THE TRANSACTION
NewCastle and Anfield have jointly obtained an interim order from the British Columbia Supreme Court for the
companies to hold special meetings of their shareholders to approve the Transaction and other matters. The Board of Directors of
both NewCastle and Anfield are recommending approval of the Transaction by their shareholders. The directors, senior officers and
certain significant shareholders of each company have entered into lock-up agreements and agreed to vote in favour of the
Transaction, representing approximately 25.5% of the issued and outstanding common shares of NewCastle and 27.2% of the issued and
outstanding common shares of Anfield, respectively.
The Transaction requires approval by (i) two-thirds of the votes cast by NewCastle and Anfield shareholders at
their respective shareholder meetings, and (ii) if required, a simple majority of the votes cast by NewCastle and Anfield
shareholders at their respective shareholder meetings, excluding the votes held by certain persons as required by Multilateral
Instrument 61-101. There is no regulatory requirement for a meeting of Trek Mining shareholders.
The special meetings of NewCastle and Anfield are scheduled for December 19, 2017. A joint information circular
detailing the terms and conditions of the Transaction will be mailed to the shareholders of both NewCastle and Anfield on November
28, 2017.
The Transaction, if approved by the shareholders of NewCastle and Anfield, is expected to close on or about
December 22, 2017. Upon closing, Trek Mining will acquire all outstanding shares of NewCastle and Anfield at the previously
announced exchange ratios of 0.873 Trek Mining shares for each NewCastle share and 0.407 Trek Mining shares for each Anfield share.
Each NewCastle and Anfield warrant and option will become exercisable for Trek Mining common shares, as adjusted in accordance with
the applicable exchange ratio. Trek Mining will then be re-named Equinox Gold Corp. and its shares will commence trading on the TSX
Venture Exchange under the new symbol “EQX”.
TREK MINING CONTACTS
Christian Milau, CEO
Rhylin Bailie, Vice President Investor Relations
Tel: +1 604-558-0560
Email: ir@trekmining.com
NEWCASTLE CONTACTS
Marc Leduc, Interim CEO
Gillian Roy, Director Investor Relations & Corporate Communications
Tel: +1 416-366-5678
Email: info@newcastlegold.ca
ANFIELD CONTACT
Marshall Koval, Chairman & CEO
Tel: +1 604-646-1899
Email: 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 “proposed”, “strategy”,
“will be”, “will”, “objective”, “subject to”, “on track”, “scheduled”, “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, satisfaction of certain approvals (including
TSX-V and shareholder approvals) required to complete the Transaction, the anticipated restart of production at Aurizona, Anfield’s
ability to complete the proposed asset sales, and the cash that will come to Equinox Gold following monetization of Anfield’s
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 shareholder, legal and regulatory approvals required to complete the
Transaction; the anticipated Board of Directors decision to approve construction of Aurizona; the estimated costs associated with
construction of Aurizona; the ability to restart production at Aurizona; the timing of the anticipated restart of production; the
ability to achieve the gold production rates and costs outlined in the Aurizona feasibility study; the anticipated development
of the Castle Mountain Gold Project; Equinox Gold’s anticipated financial position following completion of the Transaction;
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.
