-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UN4tlX5df77StLo9QJtAePQUv1sg009Ey14/oiZu3xsgQZSQO3yXbR+8iwnH5nMr SrH2Sj4M8TBQ3bVm6KiQIw== 0001062993-09-001405.txt : 20090420 0001062993-09-001405.hdr.sgml : 20090420 20090420144512 ACCESSION NUMBER: 0001062993-09-001405 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090414 FILED AS OF DATE: 20090420 DATE AS OF CHANGE: 20090420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWCASTLE RESOURCES LTD. CENTRAL INDEX KEY: 0001205059 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50112 FILM NUMBER: 09758839 BUSINESS ADDRESS: STREET 1: 605-475 HOWE STREET CITY: VANCOUVER BC STATE: A1 ZIP: V6C 2B3 BUSINESS PHONE: 604-684-4312 MAIL ADDRESS: STREET 1: 605-475 HOWE STREET CITY: VANCOUVER BC STATE: A1 ZIP: V6C 2B3 FORMER COMPANY: FORMER CONFORMED NAME: PAN AMERICAN GOLD CORP DATE OF NAME CHANGE: 20040521 FORMER COMPANY: FORMER CONFORMED NAME: TRI LATERAL VENTURE CORP DATE OF NAME CHANGE: 20021109 6-K 1 form6k.htm REPORT OF FOREIGN PRIVATE ISSUER Filed by sedaredgar.com - NovaGold Resources Inc. - Form 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2009

Commission File Number: 000-50112

NEWCASTLE RESOURCES LTD.
(Translation of registrant's name into English)

Suite 605 - 475 Howe Street,
Vancouver, BC Canada V6C 2B3

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ x ] Form 20-F   [           ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [           ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [           ]

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [           ] No [ x ]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________


SUBMITTED HEREWITH

Exhibits

  99.1 Material Change Report dated April 14, 2009

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  Newcastle Resources Ltd.
  (Registrant)
     
Date: April 17, 2009 By: /s/ Brent Petterson
    Brent Petterson
     
  Title: Chief Financial Officer and Director

 


EX-99.1 2 exhibit99-1.htm MATERIAL CHANGE REPORT DATED APRIL 14, 2009 Filed by sedaredgar.com - Newcastle Resources Ltd. - Exhibit 99.1

ONTARIO

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company
   
  Newcastle Resources Ltd. (the “Company”)
  Suite 605 – 475 Howe Street
  Vancouver, BC V6C 2B3
   
Item 2. Date of Material Change
   
  April 14, 2009
   
Item 3. News Release
   
News Release dated April 17, 2009 was disseminated via Stockwatch and Market News on April 17, 2009.
   
Item 4. Summary of Material Change
   
The Company announced that it has entered into an option and purchase agreement (the “Agreement”) on April 14, 2009 with Premier Gold Mines Limited (“Premier”), whereby it agreed to grant to Premier, subject to a 3% net smelter return royalty (“NSR”), an option to acquire 100% of all right, title and interest in ten patented mining claims, the Lennie Property. Premier has agreed to pay the Company an aggregate of $400,000 in cash payments and issue an aggregate of 160,000 shares of Premier in prescribed amounts over three years, including $100,000 and 40,000 shares on signing of the Agreement. A 3.0% NSR is payable to the Company, of which one-third (1% NSR) can be purchased by Premier at any time for the sum of $1,000,000. In order to maintain the option in good standing, Premier must incur a minimum of $750,000 of exploration expenditures over the three year option term, including $250,000 during the first year.
   
Item 5. Full Description of Material Change
   
                   5.1 Full Description of Material Change
   
  See attached Schedule “A”.
   
                   5.2 Disclosure for Restructuring Transactions
   
  N/A
   
Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
   
  Not Applicable.
   
Item 7. Omitted Information
   
  Not Applicable.


- 2 -

Item 8.

Executive Officer

   
  Brent Petterson
  Chief Financial Officer and Director
  604.684.4312
   
Item 9. Date of Report
   
  April 17, 2009.


Schedule “A”

NEWCASTLE RESOURCES LTD.
Suite 605 – 475 Howe Street
Vancouver, BC V6C 2B3

April 17, 2009

NEWCASTLE RESOURCES OPTIONS LENNIE PROPERTY

FOR IMMEDIATE RELEASE:

Newcastle Resources Ltd. (OTCBB: NCSLF) (“Newcastle”) is pleased to announce that it has entered into an Option and Purchase Agreement (the “Agreement”) on April 14, 2009 with Premier Gold Mines Limited (“Premier”), whereby it agreed to grant to Premier, subject to a 3% net smelter return royalty (“NSR”), an option to acquire 100% of all right, title and interest in ten patented mining claims, the Lennie Property, located immediately northeast of the world class Red Lake Gold Mines complex.

Lennie Property

The Lennie Property is strategically located northeast of the Red Lake Gold Mines complex along the same geological contact that hosts the major gold mines in Red Lake. It covers the important unconformity between the ore-hosting Balmer volcanic rocks and the overlying sedimentary rocks. Folded ultramafic rocks and conjugate fault structures will be the focus of an exploration program that will begin immediately on the property, including diamond drilling.

The last exploration to occur on the Lennie Property was a small, shallow drill program in 1996. That program intersected faults containing mineralized quartz-carbonate veins in Balmer rocks. It is anticipated that deep drilling will begin in the spring to test these potential faults as well as other targets.

In order to exercise the option, Premier has agreed to pay an aggregate of $400,000 in cash payments and issue an aggregate of 160,000 shares of Premier in prescribed amounts over three years, including $100,000 and 40,000 shares on signing of the Agreement. A 3.0% NSR is payable to Newcastle, of which one-third (1% NSR) can be purchased by Premier at any time for the sum of $1,000,000. In order to maintain the option in good standing, Premier must incur a minimum of $750,000 in exploration expenditures over the three year option term, including $250,000 during the first year.

A complete copy of the Agreement is available on SEDAR at www.sedar.com.

For further information, please contact:

Brent Petterson, CFO Phone: 604-684-4312 Fax: 604-608-4740


-----END PRIVACY-ENHANCED MESSAGE-----