2022-06-28 | TSXV:NCAU | Press release

/THIS PRESS RELEASE IS FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR BROADCASTING IN UNITED STATES./

SX-V: NCAU, OTCQX: NCAUF

VANCOUVER, BC, June 28, 2022 /CNW/ – Newcore Gold Ltd. (“Newcore” or the “Company”) (TSX-V: NCAU) (OTCQX: NCAUF) is pleased to announce that it has entered into an agreement with a syndicate of underwriters (the “Underwriters”) led by Stifel GMP pursuant to which the Underwriters have agreed to purchase, on a firm transaction basis, 16,700,000 common shares of the Company (the “Common Shares”) at a price of $0.30 per common share (the “Offering Price”) for aggregate gross proceeds to the Company from $5,010,000 (the “Offer”).

The Company intends to use the net proceeds of the Offering to fund exploration and development expenditures at the Company’s Enchi Gold Project in Ghana as well as for working capital and general business purposes.

The Common Shares will be offered by way of Prospectus Supplement in all provinces and territories of Canadaexcept Quebec under National Instrument 44-102 – On-shelf distribution. The Shares will also be offered and sold in United States on a private placement basis pursuant to an exemption from the listing requirements of United StatesSecurities Act of 1933as amended (the “US Securities Act”) and other jurisdictions outside of Canada on an exempt basis.

The Offer is scheduled to close on or about July 12, 2022 and is subject to certain conditions, including, but not limited to, obtaining all necessary approvals, including the approval of the TSX Venture Exchange and the securities authorities.

This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of the securities in any state where such offer, solicitation or sale would be unlawful. The securities offered have not been, and will not be, registered under United States securities law and may not be offered or sold in United States lack of registration or an applicable exemption from the registration requirements of United States securities law and any applicable state securities laws.

About Newcore Gold Ltd.

Newcore Gold is advancing its Enchi Gold project located at Ghana, africa largest gold producer (1). Newcore Gold offers investors a unique combination of high-level, shareholder-aligned leadership through their 27% stake, and district-wide exploration opportunities. 216 kilometer(s) from Enchi2 land covers 40 kilometers of from Ghana the prolific Bibiani Shear Zone, a gold belt that 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 mining business that maximizes shareholder returns.

(1) Source: Production volumes for 2020 from the World Gold Council

On behalf of the Board of Directors of Newcore Gold Ltd.

Luke Alexander

President, CEO and Director

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.

Caution Regarding Forward-Looking Statements

This press release contains statements that contain “forward-looking information” within the meaning of applicable Canadian securities laws (“forward-looking statements”). All statements, other than statements of historical facts, are forward-looking statements and are based on expectations, estimates and projections as of the date of this press release. Any statement involving discussion of predictions, expectations, beliefs, plans, projections, goals, assumptions, future events or performance (often, but not always, using expressions such as “plans”, ” expects”, “plans”, “budget”, “planned”, “estimates”, “plans”, “intends”, “anticipates” or “believes” or variations (including variations negative) of these words and expressions, or states that certain actions, events or results “may”, “could”, “could”, “could” or “will” be taken, occur or be carried out) are not representations historical facts and may be forward-looking statements. In this press release, forward-looking statements relate to, among other things: the likelihood of completion of the Offer, the use of proceeds from the sales of the Offer, the closing of the Offer and the ability to obtain the necessary regulatory and approvals, statements on the estimate of mineral resources; the results of our current drilling campaign, the extent or quality of mineral deposits; anticipated advancement of mining properties or programs; and prospects for future exploration.

These forward-looking statements, and any assumptions on 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 press release are based on 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 statements. forward-looking, 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 that may 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 forward-looking information. These factors include, among others: risks relating to the speculative nature of the Company’s business; the initial stage of development of the Company; the financial condition of the Company; possible variations in mineralization, grade or recovery rates; actual results of ongoing exploration activities; fluctuations in general macroeconomic conditions; fluctuations in the securities markets; fluctuations in spot and forward prices of gold and other commodities; fluctuations in currency markets (such as the Canadian dollar 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 exploration, development and mining activity (including environmental hazards, unusual or unexpected geological formations); the presence of laws and regulations that may impose restrictions on mining; employee relations; relations with local communities and their claims; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from governmental authorities); and title deed.

The forward-looking statements contained herein are made as of the date of this press 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 if it may be required by 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.

SOURCENewcore Gold Ltd.

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