NewCastle Gold Ltd. – s. 4(b) of Ont. Reg. 289/00 under the OBCA

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the British Columbia Business Corporations Act.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Ont. Reg. 289/00, as am., s. 4(b), made under the Business Corporations Act, R.S.O. 1990, c. B.16, as am.

IN THE MATTER OF

R.R.O. 1990, REGULATION 289/00, AS AMENDED

(the “Regulation”)

MADE UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO),

R.S.O. 1990, c. B.16, AS AMENDED

(the “OBCA”)

AND

IN THE MATTER OF

NEWCASTLE GOLD LTD.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of NewCastle Gold Ltd. (the “Corporation”) to the Ontario Securities Commission (the “Commission”) requesting the consent of the Commission, as required under subsection 4(b) of the Regulation, for the Corporation to continue in another jurisdiction pursuant to section 181 of the OBCA (the “Continuance”);

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Corporation having represented to the Commission that:

1.             The Corporation was incorporated under the OBCA by certificate of incorporation effective on December 16, 2009.

2.             The Corporation’s registered office is located at 333 Bay Street, Suite # 2400, Toronto, Ontario M5H 2T6, with its principal place of business located at Suite 2915, 181 Bay Street, Toronto, Ontario M5J 2T3.

3.             The authorized share capital of the Corporation consists of an unlimited number of common shares (the “Common Shares”), of which 203,782,627 were issued and outstanding on December 19, 2017.

4.             The Corporation’s issued and outstanding common shares are listed for trading on the Toronto Stock Exchange under the symbol “NCA”. The Corporation does not have any of its securities listed on any other exchange.

5.             The Corporation intends to apply to the Director pursuant to section 181 of the OBCA (the “Application for Continuance”) for authorization to continue as a corporation under the British Columbia Business Corporations Act, S.B.C. 2002, c.57 (the “BCBCA”).

6.             Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by the consent of the Commission.

7.             The Corporation is an offering corporation under the provisions of the OBCA and is a reporting issuer within the meaning of the Securities Act, R.S.O. 1990, c. s. 5, as amended (the “OSA”), and the securities legislation of each of British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland (the “Legislation”).

8.             The Application for Continuance is being made in connection with a plan of arrangement under the BCBCA involving the Corporation, Trek Mining Inc. (“Trek”), a corporation existing under the BCBCA, and Anfield Gold Corp. (“Anfield”), a corporation existing under the BCBCA, whereby Trek will acquire all of the outstanding shares of the Corporation and Anfield from the shareholders of the Corporation and Anfield, respectively, for consideration of 0.873 common shares of Trek (each whole share, a “Trek Share”) for each common share of the Corporation (the “Common Shares”) and 0.407 Trek Shares for each common share of Anfield (the “Proposed Arrangement”).

9.             The Continuance of the Corporation is to be completed because the Corporation intends to complete the Proposed Arrangement with Trek and Anfield. In order to complete the Proposed Arrangement, the Corporation, Trek and Anfield must be governed by the laws of the same jurisdiction. Currently, the Corporation is governed by the laws of the Province of Ontario and Trek and Anfield are governed by the laws of the Province of British Columbia. As a result, the Corporation is applying for authorization to continue under the BCBCA.

10.          Pursuant to the interim order of the Supreme Court of British Columbia made pursuant to Section 291 of the BCBCA in connection with the Proposed Arrangement (the “Interim Order”), the Proposed Arrangement is to be approved by shareholders of the Corporation following the completion of the Continuance of the Corporation.

11.          The Corporation intends to remain a reporting issuer under the OSA and the Legislation following the Continuance until the completion of the Proposed Arrangement.

12.          Following the Proposed Arrangement, the Corporation will become a wholly owned subsidiary of Trek, which has a registered and records office located in British Columbia and is a reporting issuer within the meaning of the OSA and the Legislation. The Corporation intends to make an application to cease to be a reporting issuer under the OSA and the Legislation following the Proposed Arrangement. However, Trek intends to remain a reporting issuer under the OSA and the Legislation following the Proposed Arrangement.

13.          The Corporation is not in default under any provision of the OBCA, the OSA or the Legislation, including any of the regulations or rules made thereunder.

14.          The Corporation is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the OBCA, the OSA or the Legislation.

15.          The Corporation’s shareholders authorized the Continuance of the Corporation as a corporation under the BCBCA by way of special resolution at a special meeting of shareholders (the “Meeting”) held on December 19, 2017, following which the Corporation adjourned the Meeting to effect the Continuance.

16.          Following the completion of the Continuance of the Corporation, the Corporation intends to reconvene the Meeting in accordance with the BCBCA, subject to the terms of the Interim Order, to seek approval by the shareholders of the Corporation of the Proposed Arrangement in accordance with the Interim Order.

17.          A joint management information circular of the Corporation and Anfield dated November 14, 2017 describing the Continuance and the Proposed Arrangement was provided to the shareholders together with the notice of Meeting, and advised them of their dissent rights in connection with the Continuance pursuant to section 185 of the OBCA.

18.          The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the Continuance of the Corporation as a corporation under the BCBCA.

DATED this 19th day of December, 2017.

“Grant Vingoe”

Commissioner

Ontario Securities Commission

“Timothy Moseley”

Commissioner

Ontario Securities Commission