Newcastle Resources Ltd.
OTC Bulletin Board : NCSLF

December 23, 2010 17:00 ET

Newcastle Closes Share Exchange Agreement With TrichoScience Innovations Inc.; Also Announces Sale of Lennie Property and New Date for Shareholders Meeting

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 23, 2010) - Newcastle Resources Ltd. ("Newcastle" or the "Company") (OTCBB:NCSLF) is pleased to announce that it has completed its acquisition of a majority of the shares of TrichoScience Innovations Inc. ("TrichoScience") pursuant to a share exchange agreement with TrichoScience and certain of its shareholders that was previously announced by press release dated October 29, 2010. At the same time, Newcastle completed the acquisition of 1,000,000 shares of TrichoScience for a purchase price of $1,000,000, a portion of which was paid for by the proceeds of a private placement of 1,240,000 Newcastle shares at a price of US$0.50 per share for gross proceeds of US$620,000, which closed concurrently with the TrichoScience share exchange. As a result of these transactions, Newcastle now holds 55.3% of the issued and outstanding shares of TrichoScience. The Company concurrently completed a share exchange agreement with 583885 B.C. Ltd. ("583885") and the shareholders of 583885, including its principal shareholder, David Hall, whereby Newcastle acquired all of the issued and outstanding shares of 583885. A full description of the terms of these transactions will be disclosed in a Form 20-F to be filed with the Securities and Exchange Commission by Monday, December 27, 2010.

TrichoScience Innovations Inc. is a life sciences company that has developed RepliCel™, a natural hair cell replication technology that has the potential to become the world's first non-surgical, permanent solution for androgenetic alopecia and general hair loss in both men and women. Patents for the TrichoScience technology have now been issued by the European Union and Australia and are pending in other major international jurisdictions. The RepliCel™ procedure has been developed over the past nine years by TrichoScience's recognized research scientists and medical experts – specialists in the fields of hair growth, hair biology and dermatology. RepliCel™ is based on autologous cell implantation technology that replicates a patient's hair cells from their own healthy hair follicles and, when reintroduced into areas of hair loss, initiates natural hair regeneration.

583885 is a private consulting company controlled and managed by David Hall, which provides management consulting services to TrichoScience.

Sale of Lennie Property

Also on December 22, 2010, Newcastle completed the sale of its Lennie Property, located in Ontario, Canada, for a price of $150,000.

New Date for Shareholders Meeting

The Company today also confirms that its special meeting of shareholders, previously scheduled for December 14, 2010, will be held at 10:00 am (Vancouver time) on Wednesday, January 5, 2011 at Suite 800 – 885 West Georgia Street. The meeting was adjourned on December 14, 2010 as certain matters to be approved at the meeting were related to the closing of the TrichoScience acquisition. As the acquisition had not closed by December 14, 2010, the Company's board of directors determined it was in the best interests of shareholders to adjourn the meeting until the closing of the acquisition. As the adjournment is for less than 30 days, no new notice of meeting will be sent to the shareholders of the Company.

Notice Regarding Forward-Looking Statements

This press release contains projections and forward-looking statements, as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements in this press release, which are not purely historical, are forward-looking statements and can include, without limitation, statements based on current expectations involving a number of risks and uncertainties and which are not guarantees of future performance of the Company such as the statement that TrichoScience's hair cell replication technology has the potential to become the world's first non-surgical permanent cure for hair loss. There are numerous risks and uncertainties that could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) any adverse occurrence with respect to the patenting or testing of TrichoScience's hair cell replication technology; and (ii) any impediments to the Company's acquisition and growth plans. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking statements are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Although the Company believes that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance those beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factor disclosure outlined in the Company's annual report on Form 20-F for the fiscal year ended December 31, 2009, its quarterly reports of foreign issuer on Form 6-K, and other periodic reports filed from time-to-time with the Securities and Exchange Commission.

Contact Information

  • Newcastle Resources Ltd.
    David Hall