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VANCOUVER, British Columbia, June 06, 2018 (GLOBE NEWSWIRE) -- Newcastle Energy Corp. (NEX:NGY.H) (“Newcastle” or the “Company”) and Martello Technologies Corporation (“Martello”) are pleased to provide the following updates with regards to their reverse takeover transaction previously announced April 12, 2018 (the “Proposed Transaction”).
The Proposed Transaction will be carried out by way of a three corner amalgamation between Martello, Newcastle and a wholly owned subsidiary of Newcastle (“Mergersub”). On closing of the Proposed Transaction, Martello and Mergersub will amalgamate to form a wholly owned subsidiary of the Company (hereinafter referred to as the “Resulting Issuer”).
At a meeting of shareholders held May 25, 2018, Martello’s shareholders approved the Proposed Transaction including the amalgamation of Martello with Mergersub. At a meeting of its shareholders to be held June 22, 2018, it is expected that Newcastle will receive approval to change its name to “Martello Technologies Group Inc.” and continue under the CBCA, upon the closing of the Proposed Transaction. At the Newcastle meeting, the proposed directors, previously announced April 12, 2018, will be elected conditional on the completion of the Proposed Transaction.
Martello announced today that it had closed its private placement previously announced on April 12, 2018 (the “Financing”). The Financing raised gross proceeds of $7.5 million.
Erin Crowe has been named the CFO of Martello. Upon completion of the Proposed Transaction, subject to regulatory approval, Erin Crowe will be the CFO of the Resulting Issuer. Ms. Crowe has more than 20 years’ experience in CFO and senior finance roles. Prior to Martello, Ms. Crowe held various CFO and COO roles, including Executive VP and CFO of Senators Sports & Entertainment. Ms. Crowe has received many accolades: the Ottawa Women’s Business Network named her the 2009 Corporate Businesswoman of the Year and she was included in the Ottawa Business Journal’s 40 Under 40 in 2010. She holds a degree in Commerce from Queen’s University, as well as FCPA and FCA designations.
On June 1, 2018, the Company and Martello made its initial submission of documents under s. 7.2 of TSX Venture Exchange Corporate Finance Manual Policy 5.2 for review by the TSXV.
Significant Conditions to Completion of the Proposed Transaction
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to: (a) closing conditions customary to transactions of the nature of the Proposed Transaction; (b) approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction; and (c) TSXV regulatory approval. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
For further information, please contact:
Newcastle Energy Corp.
350-750 West Pender Street
Vancouver, BC V6C 2T7
Allen Wilson
President & CEO
604.331.1757
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Newcastle Energy Corp. should be considered highly speculative.
This press release does not constitute an offer of the securities of the Company for sale in the United States. The securities of the Company have not been registered under the United States Securities Act of 1933, (the “1933 Act”) as amended, and may not be offered or sold within the United States absent registration or an exemption from registration under the 1933 Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements relating to the Proposed Transaction, including statements regarding timing for closing of the Private Placement, the receipt of all necessary regulatory and other approvals and satisfaction of all other closing conditions in connection with the Proposed Transaction and other statements that are not historical facts. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These assumptions, risks and uncertainties include, among other things: the risk that the Proposed Transaction will not be completed or that the necessary approvals and/or exemptions are not obtained or some other condition to the closing of the Proposed Transaction will not be satisfied; the risk that closing of the Proposed Transaction could be delayed if Newcastle and Martello are not able to obtain the necessary approvals on the timelines planned; the risk that the Private Placement will not be completed, the timing of obtaining required approvals, closing conditions for the Proposed Transaction, state of the economy in general and capital markets in particular, investor interest in the business and future prospects of Newcastle and Martello.
The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, Newcastle and Martello disclaim any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Additionally, Newcastle and Martello undertake no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.