Trek Mining (TREK-V) investor Ross J. Beaty to acquire four million shares
Oct 26, '17 - NR
Ross J. Beaty, of 1550, 625 Howe St., Vancouver, B.C., V6C 2T6, entered into an agreement: (i) to acquire beneficial ownership of four million common shares in the capital of Trek Mining Inc. at a purchase price of $1.02 per acquired Trek share for a total purchase price of $4.08-million and a convertible debenture of Trek in the principal amount of $15-million (U.S.) convertible at 81 U.S. cents per Trek share, at a price of $1 (U.S.) per $1 (U.S.) principal amount; and (ii) granting him the option to purchase up to four million additional Trek shares at a purchase price of $1.02 per Trek share. The option will terminate if not exercised by Nov. 24, 2017. The closing of the acquisition (including the purchase of any Trek shares pursuant to the exercise of the option) is conditional on the closing of the acquisition by Trek of all the issued and outstanding shares of Newcastle Gold Ltd. and Anfield Gold Corp.
Pursuant to, but only upon completion of, the plan of arrangement, each common share in the capital of Anfield and each common share in the capital of Newcastle will be exchanged for 0.407 and 0.873 Trek share, respectively. Prior to the completion of the plan of arrangement, Mr. Beaty beneficially owns, directly or indirectly, or exercises control or direction over 27,670,555 Anfield shares and options to acquire 33,334 Anfield shares. Options to acquire Anfield shares will be exercisable to acquire Trek shares based on the same exchange ratio as for Anfield shares. Prior to the completion of the plan of arrangement, Mr. Beaty also beneficially owns, directly or indirectly, or exercises control or direction over 2.7 million Newcastle shares.
Prior to the completion of the acquisition and of the plan of arrangement, Mr. Beaty beneficially owns, directly or indirectly, or exercises control or direction over 2,925,400 Trek shares and warrants to purchase three million Trek shares at a price of $3 per Trek share. The 2,925,400 owned Trek shares represent approximately 1.64 per cent of the total number of issued and outstanding Trek shares as of the date hereof. If all of the Trek warrants were exercised, Mr. Beaty would own, directly or indirectly, or exercise control or direction over, approximately 3.27 per cent of the issued and outstanding Trek shares as of the date hereof, on a partially diluted basis.
Following the completion of the acquisition and of the plan of arrangement, Mr. Beaty will beneficially own, directly or indirectly, or exercise control or direction over, 20,544,416 Trek shares, the Trek debenture convertible into 18,518,518 Trek shares, options (including the option) to acquire 4,013,566 Trek shares and the three million Trek warrants. The 20,544,415 Trek shares represent approximately 5.08 per cent of the total number of issued and outstanding Trek shares following the completion of the plan of arrangement and the purchase of the acquired Trek shares. If all of the Trek debenture, Trek warrants and the options (including the option) to acquire Trek shares were exercised or converted, Mr. Beaty would own, directly or indirectly, or exercise control or direction over, approximately 10.72 per cent of the issued and outstanding Trek shares as of the closing of the plan of arrangement and closing of the acquisition, resulting in an increase by 7.44 per cent to Mr. Beaty's holdings on a partially diluted basis from the date hereof.
Prior to the completion of the acquisition and of the plan of arrangement but inclusive of the Trek shares that Mr. Beaty will acquire pursuant to the plan of arrangement and inclusive of the acquired Trek shares (but excluding any other Trek shares issuable pursuant to the plan of arrangement), the 20,544,415 Trek shares that Mr. Beaty beneficially owns represent approximately 10.72 per cent of the Trek shares currently issued and outstanding. If all of the Trek debenture, Trek warrants and the options (including the option) to acquire Trek shares were exercised or converted, Mr. Beaty would beneficially own, directly or indirectly, or exercise control or direction over, approximately 21.22 per cent of the issued and outstanding Trek shares as of the date hereof, on a partially diluted basis, resulting an increase by 17.95 per cent to Mr. Beaty's holdings on a partially diluted basis from the date hereof. As all of these acquisitions are conditional on the closing of the plan of arrangement, these holdings are theoretical in nature only.
Mr. Beaty is relying on the exemption set out in Section 4.2 of National Instrument 62-104 in respect of the acquisition, as the securities beneficially acquired pursuant to the acquisition were purchased from less than five securityholders of Trek in the aggregate, not pursuant to an offer made generally to the securityholders of Trek, and the consideration paid therefore (including brokerage fees or commissions) is less than 115 per cent of the market price (as that term is defined in NI 62-104).
Mr. Beaty's acquisition was made for investment purposes. In accordance with applicable securities laws, Mr. Beaty may, from time to time and at any time, acquire additional shares and/or other equity, debt, or other securities or instruments of Trek in the open market or otherwise, and reserves the right to dispose of any or all of its securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the issuer and other relevant factors. Mr. Beaty intends to act as the chairman of the board of directors of Trek following the completion of the plan of arrangement.
TREK MINING CONTACTS
Christian Milau, Chief Executive Officer
Rhylin Bailie, Vice President Investor Relations
Tel: +1 604-558-0560
Email: ir@trekmining.com |
