Newcore Gold Ltd. (TSX-V: NCAU) (OTCQX: NCAUF) is pleased to announce that the Company has closed its previously announced bought deal financing of 28,310,000 common shares of the Company at a price of $0.53 per Common Share for aggregate gross proceeds to the Company of $15,004,300. Post-Offering the Company has 312,695,640 common shares issued and outstanding, with Management and the Board of Directors collectively owning 12% 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 Common Shares issued under the Offering were offered to purchasers’ resident in Canada, except Québec, pursuant to the listed issuer financing exemption under Part 5A of NI- 45-106, as amended and supplemented by Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”). The Common Shares issued under the Listed Issuer Financing Exemption are not subject to a hold period in accordance with applicable Canadian securities laws. The Common Shares issued to Insiders (as defined below) are subject to a four month and one day hold period in accordance with the policies of the TSX Venture Exchange.

The Offering was conducted by Haywood Securities Inc. as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters including Canaccord Genuity Corp. and SCP Resource Finance LP pursuant to an underwriting agreement as among the Company and the Underwriters dated May 28, 2026. In connection with the Offering, the Underwriters received an aggregate cash fee of $876,836, equal to 6% of the gross proceeds of the Offering, reduced to 2% in respect of proceeds received from subscribers included on a president’s list.

Certain directors and officers of the Company participated in the Offering, acquiring an aggregate of 250,000 Common Shares. The issuance of Common Shares to such Insiders is considered to be a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. 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 Offering.

The securities offered have not been, 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 12% 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 2024 as sourced from the World Gold Council.}