Newcore Gold Announces $5 Million Private Placement Financing
NEWS RELEASE
Suite 1560 - 200 Burrard Street www.newcoregold.com
Vancouver, British Columbia V6C 3L6 [email protected]
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DISSEMINATION IN THE UNITED STATES
Newcore Gold Announces $5 Million Private Placement Financing
June 12, 2023 TSX-V: NCAU, OTCQX: NCAUF
Vancouver, BC – Newcore Gold Ltd. ("Newcore" or the "Company") (TSX-V: NCAU,
OTCQX: NCAUF) is pleased to announce a non-brokered private placement financing under
the Listed Issuer Financing Exemption (as defined below), whereby the Company intends to
raise up to $5,000,000 through an offering of up to 33,333,333 units of the Company (the
"Units") to be priced at $0.15 per Unit (the "Offering"). The securities offered under the Listed
Issuer Financing Exemption will not be subject to a hold period in accordance with applicable
Canadian securities laws.
Each Unit will consist of one common share in the capital of the Company (each, a "Common
Share") and one -half of one Common Share purchase warrant (each whole warrant, a
"Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share of the
Company at an exercise price of $0.20 per Common Share for a period of 12 months following
the completion of the Offering.
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. Finder’s fees may be payable in
accordance with the policies of the TSX Venture Exchange.
The Offering is scheduled to close on or about June 28, 2023, and is subject to certain
conditions including, but not limited to, the receipt of all necessary approvals including the
approval of the TSX Venture Exc hange. Subject to compliance with applicable regulatory
requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions ("NI
45-106"), the Offering is being made to purchasers’ resident in Canada, except Quebec,
pursuant to the listed issuer financing exemption under Part 5A of NI- 45-106 (the "Listed Issuer
Financing Exemption"). The securities offered under the Listed Issuer Financing Exemption will
not be subject to a hold period in accordance with applicable Canadian securities laws.
The securities being 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.
There is an offering document related to the Offering that can be accessed under the
Company’s profile at www.sedar.com and on the Company’s website at newcoregold.com.
Prospective investors should read this offering document before making an investment
decision.
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About Newcore Gold Ltd.
Newcore Gold is advancing its Enchi Gold Project located in Ghana, Africa’s largest gold
producer (1). Newcore Gold offers inv estors a unique combination of top -tier leadership, who
are aligned with shareholders through their 24% equity ownership, and prime district scale
exploration opportunities. Enchi’s 216 km 2 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.
On Behalf of the Board of Directors of Newcore Gold Ltd.
Luke Alexander
President, CEO & Director
For further information, please contact:
Mal Karwowska | Vice President, Corporate Development and Investor Relations
+1 604 484 4399
www.newcoregold.com
(1) Source: Production volumes for 2021 as sourced from the World Gold Council
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined
in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy
of this release.
Cautionary Note Regarding Forward-Looking Statements
This news release includes statements that contain "forward -looking information" within the meaning of
the applicable Canadian securities legislation ("forward -looking statements"). All statements, other than
statements of historical fact, are forward -looking statements and are based on expectations, estimates
and projections as at the date of this news release. Any statement that involves discussion with respect to
predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or
performance (often, but not always using phrases such as "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including
negative variations) of such words and phrases, o r state that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact
and may be forward-looking statements. In this news release, forward -looking statements relate, among
other things, to: the likelihood of the completion of the Offering, the use of proceeds from sales from the
Offering, the closing of the Offering and the ability to obtain the necessary regulatory authorizations and
approvals, statements about the e stimation of mineral resources; results of our ongoing drill campaign,
magnitude or quality of mineral deposits; anticipated advancement of mineral properties or programs;
and future exploration prospects.
These forward-looking statements, and any assumpti ons upon which they are based, are made in good
faith and reflect our current judgment regarding the direction of our business. The assumptions
underlying the forward -looking statements are based on information currently available to Newcore.
Although the forward-looking statements contained in this news release are based upon what
management of Newcore believes, or believed at the time, to be reasonable assumptions, Newcore
cannot provide any assurance that actual results will be consistent with such forward-looking statements,
as there may be other factors that cause results not to be as anticipated, estimated or intended. Forward-
looking information also involves known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of Newcore to be materially different from any
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future results, performance or achievements expressed or implied by the forward -looking information.
Such factors include, amo ng others: risks related to the speculative nature of Newcore’s business;
Newcore’s formative stage of development; Newcore’s financial position; possible variations in
mineralization, grade or recovery rates; actual results of current exploration activiti es; fluctuations in
general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward
prices of gold and other commodities; fluctuations in currency markets (such as the Canadian dollar to
United States dollar exchange rate); change in national and local government, legislation, taxation,
controls, regulations and political or economic developments; risks and hazards associated with the
business of mineral exploration, development and mining (including environmental haza rds, unusual or
unexpected geological formations); the presence of laws and regulations that may impose restrictions on
mining; employee relations; relationships with and claims by local communities; the speculative nature
of mineral exploration and development (including the risks of obtaining necessary licenses, permits and
approvals from government authorities); and title to properties.
Forward-looking statements contained herein are made as of the date of this news release and Newcore
disclaims any obligation to update any forward -looking statements, whether as a result of new
information, future events or results, except as may be requi red by applicable securities laws. There can
be no assurance that forward -looking statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements.