Newcore Gold Ltd. (TSX-V: NCAU) (OTCQX: NCAUF) is pleased to announce that it has closed its previously announced non-brokered private placement financing, announced on September 5, 2024 and upsized on September 6, 2024, pursuant to which the Company issued 18,965,518 units of the Company at $0.29 per Unit for aggregate gross proceeds of $5,500,000. The Units under the LIFE Offering were issued pursuant to the LIFE Exemption (as defined below).

Luke Alexander, President and CEO of Newcore stated, “We are very happy to have had such strong funding support to allow Newcore to continue to advance and de-risk the development of our Enchi Gold Project in Ghana. We would like to thank new and existing shareholders for their continued support. We are thrilled to be welcoming new institutional investors who recognize the significant upside potential at our Enchi Gold Project, as we advance the project towards a pre-feasibility study and continue to explore the district scale potential. Management and the Board of Directors also meaningfully participated in the financing, continuing to be strongly aligned with shareholders by way of an approximate 18% equity ownership post financing. With a drill rig turning at Enchi, we look forward to a busy year ahead as we continue to prove out the significant potential across the property.”

In addition to closing the LIFE Offering, the Company has also closed a concurrent non-brokered private placement financing pursuant to which the Company issued 151,638 Units at $0.29 per Unit for aggregate gross proceeds of $43,975.

Each Unit under the Offerings 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 $0.40 per Common Share at any time on or before September 26, 2025.

The Company intends to use the net proceeds of the Offerings 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 under the LIFE Offering to purchasers pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions. The Units issued in the LIFE Offering pursuant to the LIFE Exemption are not subject to a statutory hold period pursuant to applicable Canadian securities laws. The Units issued in the Concurrent Offering are subject to a hold period of four months and a day ending on January 27, 2025.

In connection with the completion of the Offerings, the Company paid $119,110.25 to certain arm-length third parties who assisted in introducing subscribers to the Offerings.

Certain directors and officers of the Company participated in the Offerings. Participation by the Insiders in the Offerings 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 Company will file a material change report in respect of closing of the Offerings.

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 18% 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 kilometers 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.}