Newcore Gold Ltd. (TSX-V: NCAU) (OTCQX: NCAUF) is pleased to announce that it has closed its previously announced non-brokered private placement financing pursuant to which the Company issued 33,333,332 units of the Company at $0.15 per Unit for aggregate gross proceeds of $4,999,999.80. The securities were offered under the Listed Issuer Financing Exemption (as defined below).

Luke Alexander, President and CEO of Newcore stated, “We are pleased to be welcoming a new institutional investor and would also like to thank our existing shareholders for their continued support. Management and the Board of Directors also meaningfully participated in the financing, continuing to be strongly aligned with shareholders by way of an approximate 21% equity ownership post financing. In a difficult market, we have been able to secure funding that allows Newcore to continue to advance and de-risk the development of our Enchi Gold Project in Ghana. This funding will allow us to complete additional drilling and development work as we prove out the district scale potential of the property.”

Each Unit consisted of one common share in the capital of the Company and one-half of one Common Share purchase warrant. Each Warrant entitles the holder thereof to purchase one Common Share of the Company at an exercise price of $0.20 per Common Share at any time on or before June 28, 2024.

The Company intends to use the net proceeds of the Offering to fund exploration and development activities at the Company’s 100% owned Enchi Gold Project in Ghana, as well as for general corporate and working capital purposes.

The Units were sold to purchasers pursuant to the listed issuer financing exemption  under Part 5A of National Instrument 45-106 – Prospectus Exemptions. The securities issued in the Offering pursuant to the LIFE Exemption will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.

In connection with the completion of the Offering, the Company paid $25,125 to certain arm-length third parties who assisted in introducing subscribers to the Offering.

Certain directors and management of the Company participated in the Offering. Participation by the Insiders in the Offering was considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions as the Insiders are directors or senior officers of the Company. The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insiders’ participation in the Offering in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101.

The securities offered have not, nor will they be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any applicable securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent such registration or an applicable exemption from such registration requirements. This release does not constitute an offer for sale or the solicitation of an offer to buy any of the securities in the United States or to, or for the account or benefit of, a U.S. person. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act.

About Newcore Gold Ltd.

Newcore Gold is advancing its Enchi Gold Project located in Ghana, Africa’s largest gold producer ⁽¹⁾. Newcore Gold offers investors a unique combination of top-tier leadership, who are aligned with shareholders through their 21% equity ownership, and prime district scale exploration opportunities. Enchi’s 216 km² land package covers 40 kilometres of Ghana’s prolific Bibiani Shear Zone, a gold belt which hosts several 5 million-ounce gold deposits, including the Chirano mine 50 kilometers to the north. Newcore’s vision is to build a responsive, creative and powerful gold enterprise that maximizes returns for shareholders.