Newcore Gold Ltd. (TSX-V: NCAU) is pleased to announce that it has closed its previously announced bought deal prospectus offering. Haywood Securities Inc. and Stifel GMP acted as co-lead underwriters and joint book-runners, on behalf of a syndicate of underwriters that included Cormark Securities Inc., Raymond James Ltd., and Sprott Capital Partners LP. Pursuant to the Offering, the Company issued a total of 18,750,000 common shares of the Company at a price of $0.80 per Common Share for gross proceeds to the Company of $15,000,000.
The Common Shares were offered by way of a short form prospectus in British Columbia, Alberta and Ontario. The net proceeds of the Offering will be used for exploration and development of Newcore’s Enchi Gold Project in southwest Ghana, as well as for working capital and general corporate purposes.
Luke Alexander, President & CEO of Newcore stated, “We would like to welcome our new shareholders and thank our existing holders for their continued support in funding the advancement of our Enchi Gold Project. Newcore is well positioned to continue to unlock the value of Enchi given its strong institutional support, along with shareholder alignment through management and insiders’ 32% equity ownership. This funding will allow us to accelerate development of Enchi by expanding and accelerating the drilling program on the property, focused on both near-resource growth, exploration of identified targets across the broader property and drilling targets at depth.”
In connection with the Offering, the Underwriters received a cash commission of 5% of the gross proceeds of the Offering up to $8 million and 6% of the gross proceeds of the Offering above $8 million (reduced to 2% in respect of sales to purchasers on the president’s list which accounted for gross proceeds of $1 million).
Certain directors and management of the Company (the “Insiders”) purchased an aggregate of 525,000 Common Shares pursuant to 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. 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 Common Shares sold in the Offering have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and were not offered or sold in the United States or to, or for the account or benefit of, United States persons except pursuant to applicable exemptions from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Newcore Gold Corp.
Newcore Gold is advancing its Enchi Gold project located in Ghana, Africa’s largest gold producer1. The Project currently hosts an Inferred Mineral Resource of 1.2 million ounces of gold at 0.72 g/t 2. Newcore Gold offers investors a unique combination of top-tier leadership, who are aligned with shareholders through their 32% 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 Kinross’ 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.
Mr. Gregory Smith, P.Geo, Vice President of Exploration of Newcore, is a Qualified Person as defined by NI 43-101, and has reviewed and approved the technical data and information contained in this news release.
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We acknowledge the [financial] support of the Government of Canada.