Zebra Holdings & Investments S.a.r.l.

June 12, 2015 13:40 ET

Zebra Holdings & Investments S.a.r.l.: Acquisition of Common Shares of Newmarket Gold Inc.

TORONTO, ONTARIO--(Marketwired - June 12, 2015) - Zebra Holdings & Investments S.à.r.l., a company controlled by a trust settled by the late Adolf H. Lundin, announced today that it had acquired ownership of 4,800,000 subscription receipts of Newmarket Gold Inc. ("Newmarket") pursuant to a private placement offering (the "Offering") of subscription receipts of Newmarket, representing 24% of the subscription receipts issued. The Offering was completed on June 12, 2015 in connection with a proposed amalgamation of Newmarket and Crocodile Gold Corp. ("Crocodile") by way of plan of arrangement under section 182 of the Business Corporations Act (Ontario) (the "Arrangement") pursuant to an arrangement agreement entered into between Newmarket and Crocodile on May 11, 2015, with the amalgamated company continuing as a successor of Newmarket and Crocodile following the effectiveness of the Arrangement to be named "Newmarket Gold Inc." ("Amalco"). Upon the satisfaction of certain escrow release conditions, each one subscription receipt shall be automatically exchanged (for no further consideration and with no further action on the part of the holder thereof) into five common shares of Newmarket ("Common Shares") which will then be automatically exchanged (for no further consideration and with no further action on the part of the holder thereof) into one common share in the capital of Amalco at the effective time of the Arrangement.

Prior to the acquisition of subscription receipts, Zebra held 1,666,667 Common Shares and 1,666,667 warrants of Newmarket, representing 3.23% of Newmarket's issued and outstanding share capital on a non-diluted basis or approximately 6.26% assuming the exercise of the warrants on a partially diluted basis. Following acquisition of the subscription receipts, Zebra holds a total of 1,666,667 Common Shares, 1,666,667 warrants and 4,800,000 subscription receipts. Immediately prior to the effective time of the Arrangement and after giving effect to the exercise of the warrants and the conversion of the subscription receipts, Zebra will hold 27,333,334 Common Shares, representing 17.8% of Newmarket's issued and outstanding share capital on a partially diluted basis. It is expected that Zebra's holdings will be diluted as a result of the Arrangement and it will hold less than 10% of the issued and outstanding shares of Amalco on a non-diluted and partially diluted basis.

Zebra may from time to time increase or decrease their investment in Newmarket depending upon the business and prospectus of Newmarket and depending on future market conditions.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Zebra Holdings and Investments S.à.r.l.
    Mr. Aksel Azrac
    + 352 26 30 27 70
    + 352 27 44 93 80 (FAX)