Newcastle and Martello Announce Receipt of Conditional Approval for RTO & Provide Update on Reverse Takeover Transaction

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA.  ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./

VANCOUVER, July 5, 2018 /CNW/ - Newcastle Energy Corp. (NEX: NGY.H) ("Newcastle" or the "Company") and Martello Technologies Corporation ("Martello") are pleased to announce that they have received TSX Venture Exchange ("TSXV") conditional approval of their reverse takeover transaction previously announced April 12 and June 5, 2018 (the "Proposed Transaction").

The Company and Martello are working diligently to satisfy all conditions to final exchange acceptance. "TSXV conditional approval is an important milestone in Martello's strategy", said John Proctor, President and CEO of Martello. "As network complexity grows under the demands of real-time services, we look forward to continuing to take a leadership role in powering the network performance of businesses around the world. We're pleased to have a growing number of investors join us on this journey".

The parties are also pleased to provide the following updates regarding the Proposed Transaction:

On June 28, 2018 the Company and Martello executed an amalgamation agreement (the "Amalgamation Agreement") with 10831794 Canada Inc, a wholly owned subsidiary of the Company ("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").

Also, the Company confirms:

• The Proposed Transaction is not subject to shareholder approval for the following reasons:
  
  
• The Proposed Transaction is not a Related Party Transaction under National Instrument 61-101;
  
  
• The Company is a NEX listed issuer and has no active operations;
  
  
• The Company does not anticipate and has no reason to believe that the Resulting Issuer will be subject to a cease trade order and will not otherwise be suspended from trading on completion of the Proposed Transaction.
  
  
• Other than approval of the change of name and continuance under the Canada Business Corporations Act which was received on June 22, 2018, shareholder approval for the Proposed Transaction is not required under applicable corporate laws and Securities Laws;
  
  
• In its news release of April 12, 2018 the Company disclosed that Martello expected to pay Regents Park Securities Ltd. a consulting fee between $500,000 and $700,000 upon the completion of the Proposed Transaction and that the fee was payable in shares of Martello. On June 1, 2018, payment of the fee and the contract governing such payment was assigned to Pelican Point Holdings ("Pelican Point"). The assignment and payment of the fee to Pelican Point reflects the fact that Scott Gardner, the sole shareholder and principal of Pelican Point introduced Martello, Regents Park and Newcastle, and had actually performed the services under the agreement.
  
  
• Regents Park and Newcastle are Related Parties: Allen Wilson is an independent director and shareholder of Regents Park and director and CEO of Newcastle. Neither Mr. Gardner nor Mr. Wilson are Related Parties to Martello. Mr. Gardner is not a Related Party to the Company.
  
  
• The fee payable by Martello to Pelican Point is $700,000 payable in common shares of Martello at a price of $0.48 per share or 1,458,333 common shares. Upon completion of the Proposed Transaction, Pelican Point will receive 4,666,665 common shares of the Resulting Issuer in exchange for its shares of Martello.
  
  
• Payment of the fee by Martello to Pelican Point is subject to TSXV approval.
  
  
• As part of the closing of its previously announced private placement, Martello paid cash commissions of $44,858 on aggregate gross proceeds of $7,585,311

For further details with respect to the Transaction, please see the Company's filing statement, which is available under the Company's profile on SEDAR at www.sedar.com.

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.

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.

SOURCE Newcastle Energy Corp.