News Release

VANCOUVER, BRITISH COLUMBIA–(Marketwired – Oct. 26, 2017) – Ross J. Beaty, of 1550 – 625 Howe Street, Vancouver, British Columbia, V6C 2T6, announced today that on October 25, 2017 he entered into an agreement to (i) acquire beneficial ownership of 4,000,000 common shares (the “Acquired Trek Shares“) in the capital of Trek Mining Inc. (“Trek“) (“Trek Shares“) at a purchase price of CDN$1.02 per Acquired Trek Share for a total purchase price of CDN$4,080,000 and a convertible debenture of Trek (the “Trek Debenture“) in the principal amount of US$15,000,000 convertible at US$0.81 per Trek Share, at a price of US$1 per US$1 principal amount and (ii) granting him the option (the “Option“) to purchase up to 4,000,000 additional Trek Shares at a purchase price of CDN$1.02 per Trek Share (collectively, the “Acquisition“). The Option will terminate if not exercised by November 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. (“Newcastle“) and Anfield Gold Corp. (“Anfield“) (the “Plan of Arrangement“). Trek has an office at 730 – 800 West Pender St., Vancouver, British Columbia V6C 2V6.

Pursuant to, but only upon completion of, the Plan of Arrangement, each common share in the capital of Anfield (“Anfield Shares“) and each common share in the capital of Newcastle (“Newcastle Shares“) will be exchanged for 0.407 and 0.873 Trek Shares, 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 2,700,000 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 (the “Owned Trek Shares“) and warrants to purchase 3,000,000 Trek Shares at a price of CDN$3.00 per Trek Share (the “Trek Warrants“). The 2,925,400 Owned Trek Shares represent approximately 1.64% 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% 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 3,000,000 Trek Warrants. The 20,544,415 Trek Shares represent approximately 5.08% 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% 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% 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% 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% of the issued and outstanding Trek Shares as of the date hereof, on a partially diluted basis, resulting an increase by 17.95% 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 Take-Over Bids and Issuer Bids (“NI 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% 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 (collectively, “Securities“) 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.

For more information, or to obtain a copy of the subject early warning report, please contact Ross J. Beaty.

Ross J. Beaty
1550 – 625 Howe Street
Vancouver, British Columbia
V6C 2T6

Telephone: (604) 806-3173
Facsimile: (604) 684-0147

 

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