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 May 2011
Commission File Number 000-50112
Newcastle Resources Ltd.
(Translation of registrant’s name into English)
Suite 1225 – 888 Dunsmuir Street, Vancouver, British Columbia Canada V6C 3K4
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] 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) [ ]
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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) [ ]
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
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 - [ ] |
BRITISH COLUMBIA
ONTARIO
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. | Name and Address of Company |
Newcastle Resources Ltd. (the “Company”)
Suite 1225 – 888 Dunsmuir Street
Vancouver, BC V6C 3K4
Item 2. | Date of Material Change |
May 27, 2011
Item 3. | News Release |
News Release dated May 27, 2011 was disseminated via Marketwire on May 27, 2011.
Item 4. | Summary of Material Change |
The Company announced the resignation of Matt Wayrynen as a director of the Company and the appointment of Peter Lewis as a director of the Company.
Item 5. | Full Description of Material Change |
5.1 Full Description of Material Change
See attached news release.
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.
Item 8. | Executive Officer |
David Hall
President and Director
604.248.8730
Item 9. | Date of Report |
June 2, 2011
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Appointment of Peter Lewis to RepliCel’s Board of Directors
VANCOUVER, BC – May 27, 2011 - RepliCel Life Sciences(1) (the “Company” or “RepliCel”) (OTCBB: NCSLF) announces that the Board has accepted the resignation of Matt Wayrynen as director effective May 27, 2011. The Board would like to thank Mr. Wayrynen for the valuable insight and leadership he provided during his tenure with the Company. The Board wishes him every success in his future endeavors.
The Company is pleased to announce the appointment of Peter Lewis, Chartered Accountant, to the Company’s board of directors. Mr. Lewis is a partner with Lewis and Company, a firm specializing in taxation law since 1993. His areas of expertise include tax planning, acquisitions and divestitures, reorganizations and estate planning. He is a sought after educator, having taught and presented taxation courses at the Institute of Chartered Accountants of British Columbia and the Canadian Tax Foundation. He will be a valuable addition to the Company’s independent board of directors.
About RepliCel Life Sciences
To properly reflect the Company’s business focus, Newcastle Resources Ltd. is doing business as RepliCel Life Sciences. The Company has developed RepliCel™, a natural hair cell replication technology that has the potential to become the world’s first, minimally invasive solution for androgenetic alopecia (pattern baldness) and general hair loss in men and women. 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, the Company hopes to initiate natural hair regeneration. Patents for the technology have 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 the Company’s recognized research scientists and medical experts – specialists in the fields of hair growth, hair biology and dermatology. Additional information on RepliCel is available at www.replicel.com.
On Behalf of the Board of Directors
Peter Jensen, Chairman of the Board
Contact:
Tammey George, Director of Communications
Telephone: 604‐248‐8696
tg@replicel.com
(1) Newcastle Resources Ltd. is doing business as RepliCel Life Sciences.
Notice Regarding Forward Looking Statements
This press release contains projections and forward‐looking statements, as that term is defined under applicable securities laws. 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 which are not guarantees of future performance of the Company such as the statement that the RepliCelTM hair cell replication technology has the potential to become the world’s first minimally invasive solution for androgenetic alopecia (pattern baldness) and general hair loss in men and women. These statements are only predictions and involve known and unknown risks which may cause actual results and the Company’s plans and objectives to differ materially from those expressed in the forward‐looking information, including: negative results from the Company’s clinical trials, including that the Company’s hair cell replication technology may not work as planned or may not be effective at causing the re‐growth of hair follicles or the rejuvenation of damaged, miniaturized follicles; the effects of government regulation on the Company’s business; the viability and marketability of
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the Company’s hair cell replication technology; the Company’s failure to successfully implement its marketing plan; the development of superior technology by the Company’s competitors; the failure of consumers and the medical community to accept the Company’s technology as safe and effective; risks associated with the Company’s ability to obtain and protect rights to our intellectual property; risks and uncertainties associated with the Company’s ability to raise additional capital; and other factors beyond the Company’s control.
Although the Company believes that the expectations reflected in the forward‐looking statements are reasonable, it cannot guarantee future results, levels of activity or performance. Further, any forward‐looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, the Company undertakes no obligation to update any forward‐looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of such factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward‐looking statement.
Readers 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, 2010 and other periodic reports filed from time‐to‐time with the Securities and Exchange Commission on Edgar at www.sec.gov and with the Canadian Securities Commissions on Sedar at www.sedar.com.
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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.
/s/ David Hall
David Hall,
President
Date: June 6, 2011
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