OR DISSEMINATION IN THE UNITED STATES Newcore Gold Completes C$5 Million Bought Deal Financing
NEWS RELEASE
Suite 1560 - 200 Burrard Street www.newcoregold.com
Vancouver, British Columbia V6C 3L6 [email protected]
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT
INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED STATES
Newcore Gold Completes C$5 Million Bought Deal Financing
July 12, 2022 TSX-V: NCAU, OTCQX: NCAUF
Vancouver, BC – Newcore Gold Ltd. ("Newcore" or the "Company") (TSX-V: NCAU,
OTCQX: NCAUF) is pleased to announce it has closed its previously announced bought deal
public offering (the "Offering" ). Pursuant to the Offering, the Company issued 16,700,000
common shares of the Company (the "Shares") at a price of $0.30 per Share for aggregate
gross proceeds to the Company of approximately $5.0 million. Post Offering the Company has
138.1 million shar es issued and outstanding , with Management and the Board of Directors
owning a 24% equity interest.
Luke Alexander, President and CEO of Newcore stated, "We are delighted to be welcoming a
new institutional investor and would also like to thank our existing shareholders for their
continued support. Select insiders also participated in the financing, with Management and the
Board of Directors continuing to be strongly aligned with shareholders by way of an
approximate 24% equity ownership post financing. This funding allows Newcore to continue
to advance our Enchi Gold Project on the back of a successful 90,000 metre drill program that
has outlined not only potential resource growth at existing deposits, along strike and at depth,
but also identified new discoveries from first pass drilling on early -stage targets, highlighting
the district scale potential of the property. Newcore continues to be well positioned to continue
to unlock the value of the Enchi Gold Project through the drill bit."
The Company intends to use the net proceeds from the Offering to fund exploration and
development expenditures at the Company’s Enchi Gold Project in southwest Ghana as well
as for working capital and general corporate purposes.
The Offering was led by Stifel GMP as lead underwriter and sole bookrunner on behalf of a
syndicate of underwriters that included Cormark Securities Inc ., Canaccord Genuity Corp.,
Haywood Securities Inc., Raymond James Ltd., and Sprott Capital Partners LP (collectively, the
"Underwriters"). In connection with the Offering, the Underwriters received a cash commission
of 6% of the gross proceeds of the Offering, reduced to 3% for proceeds raised from sales to
one institutional investor which accounted for gross proceeds of approximately $1.75 million.
The Shares issued under the Offering were offered by way of a prospectus supplement (the
"Prospectus Supplement") to the Company’s base shelf prospectus dated March 9, 2021. The
Prospectus Supplement was filed in in each of the provinces and territories of Canada,
excluding Québec. The Prospectus Supplement is available on SEDAR at www.sedar.com.
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Certain directors and management of the Company (the "Insiders") purchased an aggregate
of 283,327 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 ("MI 61-101") 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 Shares sold in the Offering have not been, and will no t be, registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act "), or under any securities
laws of any state of the United States, and were not offered or sold, directly or indirectly, or
delivered within the United States or to, or for the account or benefit of, a U.S. person or person
in the United States, except in certain transactions exempt from the registration requirements
of the U.S. Securities Act and any applicable securities laws of any state of the United St ates.
This release does not constitute an offer to sell or a solicitation to buy such securities in the
United States, Canada or in any other jurisdiction where such offer, solicitation or sale is
unlawful. "United States " and "U.S. person " 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 2 4% 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 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.
(1) Source: Production volumes for 2020 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 contains certain forward -looking statements, any statements that express or involve
discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions
or future events or performance (often, but not always, using words or phrases such as "expects" or does
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not expect", "is expected", anticipates" or "does not anticipate" "plans", "estimates" or "intends" or stating
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 particular, this
news release contains forward-looking information pertaining to the following: the use of proceeds from
sales from the Offering, the potential resource growth at the Enchi Gold Project, the Co mpany’s position
to continue to unlock the value of the Enchi Gold Project , the ability to complete additional drilling and
to expand and define the resource, the potential for a multi -million ounce project and district scale
exploration opportunities, the presence of and continuity of metals at the Enchi Gold Project at estimated
grades and continuance of shareholder alignment . Forward-looking statements are subject to a variety
of risks, uncertainties and assumptions, including those set out in the Company's annual information form
dated April 27, 2022 and filed on the Company's SEDAR profile at www.sedar.com, which could cause
actual events or results to materially differ from those reflected in the forward -looking statements.
Forward-looking statements contained herein are made as of the date of this news release and the
Company 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 such 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.