Newmarket Gold (NGN-V) June 12, '15 is pleased to announce that, further to its press release on June 1, 2015, it has completed its previously announced underwritten private placement of subscription receipts for aggregate gross proceeds of C$24,800,000. Newmarket, through a syndicate of underwriters co-led by GMP Securities L.P. and BMO Capital Markets and including Haywood Securities Inc. and RBC Capital Markets, issued 19,840,000 subscription receipts at a price of C$1.25 per Subscription Receipt, taking into account the notional 5 for 1 share consolidation pursuant to the planned business combination of Crocodile Gold (CRK-T) and Newmarket. In addition, a director of Newmarket separately purchased from Newmarket on a non-brokered private placement basis C$200,000 of subscription receipts at the Issue Price. Members of management and certain directors of Newmarket also participated in the Private Placement. The total gross proceeds raised through the Private Placement and Concurrent Placement was C$25,000,000.
Each Subscription Receipt sold by Newmarket will ultimately entitle the holder thereof to receive one common share of the combined company ("NewCo") upon completion of the Transaction.
In connection with the Private Placement, the Underwriters will receive a cash commission equal to $803,750 upon satisfaction of the Release Conditions (as defined below). As additional consideration, immediately prior to the effective time on the effective date of the Transaction, Newmarket shall issue to the Underwriters 992,000 broker warrants ("Broker Warrants"). Provided that the Release Conditions are satisfied, each one Broker Warrant shall entitle the holder thereof to subscribe for five common shares of Newmarket ("Broker Warrant Shares") at a price per one Broker Warrant Share equal to C$0.25 (being 0.2 of the Issue Price) for a period of eighteen months from the effective date of the Transaction. Pursuant to the arrangement giving effect to the Transaction, each one Broker Warrant will be exchanged for one broker warrant of NewCo (a "NewCo Broker Warrant"), each NewCo Broker Warrant entitling the holder thereof to subscribe for one common share of NewCo (a "NewCo Share") at a price per NewCo Share equal to the Issue Price for a period of eighteen months from the effective date of the Transaction.
Assuming the satisfaction of the Release Conditions, up to C$20,000,000 of the proceeds of the Private Placement and Concurrent Placement will be used to fund the cash consideration payable to Crocodile Gold shareholders who elect to receive cash in connection with the Transaction, and the remainder will be used to bolster the working capital position of NewCo upon completion of the Transaction. The Subscription Receipts are subject to a four-month and a day hold period in Canada expiring October 13, 2015, however, upon closing of the Transaction, the Subscription Receipts will be exchanged for freely-tradable NewCo Shares.
The gross proceeds from the Private Placement and Concurrent Placement have been deposited and will be held in escrow and shall be released immediately prior to the completion of the Transaction upon the satisfaction of certain conditions (the "Release Conditions") on or before August 31, 2015. If the Release Conditions are not satisfied on or before August 31, 2015, or prior to such date Newmarket advises the Underwriters or announces to the public that it does not intend to satisfy the Release Conditions, the escrow agent will return to holders of the Subscription Receipts an amount equal to the aggregate subscription price for the Subscription Receipts held by them, together with a pro rata portion of interest earned on the escrowed proceeds, and the Subscription Receipts will be cancelled and of no further force or effect. The Private Placement and the Concurrent Placement remain subject to the final approval of the TSX Venture Exchange.
ON BEHALF OF THE BOARD
"Douglas Forster"
Douglas Forster, M.Sc., P.Geo.
President & Chief Executive Officer
About Newmarket Gold Inc.
Newmarket is a Canadian gold company focused on creating shareholder value through the acquisition of quality gold production opportunities and outstanding development stage assets in mining friendly, politically stable jurisdictions world-wide. Newmarket was founded by an experienced group of dealmakers, mine developers, financiers and capital markets professionals and is focused on a disciplined approach to asset acquisition and growth.
SOURCE Newmarket Gold Inc.
 Newmarket Gold Inc.,
Douglas Forster, President & Chief Executive
Officer, 604-559-8040,
dforster@newmarketgoldinc.com ,
www.newmarketgoldinc.com |
