Newcore Gold Ltd. (TSX-V: NCAU, OTCQX: NCAUF) is pleased to announce that the Company has closed its previously announced private placement offering of 41,096,000 units of the Company at a price of $0.365 per Unit for gross proceeds of $15,000,040. Post Offering the Company has 250,293,285 common shares issued and outstanding, with Management and the Board of Directors collectively owning 15% of the shares.

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

The Offering was conducted by Paradigm Capital Inc. as lead agent and sole bookrunner on behalf of a syndicate of agents including Canaccord Genuity Corp., SCP Resource Finance LP, Haywood Securities Inc. and 3L Capital Inc. In connection with the Offering, the Agents received a cash commission of $750,002, equal to 6% of the gross proceeds of the Offering, reduced to 3% for gross proceeds raised from sales to subscribers listed on the president’s list.

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 $0.50 per Common Share at any time on or before February 27, 2026.

The securities issued under the Offering are subject to a hold period of four months and one day ending June 28, 2025, in accordance with applicable Canadian securities laws.

The securities sold in the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended or under any applicable securities laws of any state of the United States, and were not offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, a U.S. person or person in the United States, except in certain transactions exempt from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States. This release does not constitute an offer to sell or a solicitation to buy such 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 15% equity ownership, and prime district scale exploration opportunities. Enchi’s 248 km² land package covers 40 kilometres of Ghana’s prolific Bibiani Shear Zone, a gold belt which hosts several multi-million-ounce gold deposits, including the Chirano mine 50 kilometres to the north. Newcore’s vision is to build a responsive, creative and powerful gold enterprise that maximizes returns for shareholders.
_{(1) Source: Production volumes for 2023 as sourced from the World Gold Council.}