Newcore Gold Announces Upsized $15 Million Bought Deal Financing
NEWS RELEASE
Suite 610 - 815 West Hastings St. www.newcoregold.com
Vancouver, British Columbia V6C 1B4 [email protected]
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DISSEMINATION IN THE UNITED STATES
Newcore Gold Announces Upsized $15 Million Bought
Deal Financing
May 15, 2026 TSX-V: NCAU, OTCQX: NCAUF
Vancouver, BC – Newcore Gold Ltd. ("Newcore" or the "Company") (TSX-V: NCAU,
OTCQX: NCAUF) is pleased to announce that , in connection with its previously announced
bought deal financing (the "Offering"), it has entered into an amended agreement with
Haywood Securities Inc., on its behalf and on behalf of a syndicate of underwriters (collectively,
the "Underwriters"), to increase the size of the Offering pursuant to which the Underwriters
have agreed to purchase, on a bought-deal basis, 28,310,000 common shares of the Company
(the "Common Shares") at a price of $0.53 per Common Share for aggregate gross proceeds
to the Company of $15,004,300.
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 as described in the Offering Document (as defined
below).
The Offering is expected to close on or about May 28, 2026, or such other date as may be
agreed to by the Company and the Underwriters (the "Closing"). Closing is subject to certain
customary conditions, including, but not limited to, the receipt of all necessary approvals
including the conditional approval of the TSX Venture Exchange and the applicable securities
regulatory authorities. 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 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 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 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.
There is an amended and restated offering document (the "Offering Document") related to the
Offering that can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca
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and on the Company’s website at newcoregold.com. Prospective investors should read this
Offering Document before making an investment decision.
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 1 3% equity ownership, and prime district scale
exploration opportunities. Enchi’s 248 km 2 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 kilomet res 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.
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
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 even ts 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 phras es, or 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: receipt of all approvals related to the Offering; the intended use of proceeds from the
Offering; exercise of the Underwriters’ Option; and the expected terms and closing of the Offering.
These forward-looking statements, and any assumptions 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 informa tion 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 assure its shareholders 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 an d other factors which may
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cause the actual results, performance or achievements of the Company to be materially different from
any future results, performance or achievements expressed or implied by the forward -looking
information. Such factors include, among others: the conditions to closing of the Offering may not be
satisfied; management’s broad discretion regarding the use of proceeds of the Offering; the Company
may require additional financing from time to time in order to continue its operations which may not be
available when needed or on acceptable terms and conditions; 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 activities;
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 hazards, 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 required by applicable securities laws. There can
be no assurance that forward -looking information 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 information.