Newcore Gold Completes C$5 Million Bought Deal Financing

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

VANCOUVER, British Columbia, July 12, 2022 (GLOBE NEWSWIRE) — Newcore Gold Ltd. (“Newcore” or the “Company”) (TSX-V: NCAU, OTCQX: NCAUF) is pleased to announce the closing of its previously announced bought deal public offering (the “Offer”). 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. After the offering, the Company has 138.1 million shares issued and outstanding, with management and the board of directors holding a 24% interest.

Luke Alexander, Chairman and Chief Executive Officer of Newcore, said: “We are delighted to welcome a new institutional investor and would also like to thank our existing shareholders for their continued support. Selected insiders also participated in the funding, along with management and the board. continues to be strongly aligned with shareholders with an equity investment of approximately 24% post-financing. This funding allows Newcore to continue to advance our Enchi gold project through a successful 90,000 meter drill program that has not only defined potential resource growth at existing deposits, along strike and at depth, but has also identified new first-pass drill discoveries on early-stage targets, highlighting the property’s district-scale potential. Newcore continues to be well positioned to continue unlocking the value of the Enchi Gold Project through the drill.”

The Company intends to use the net proceeds of the Offering to fund exploration and development expenditure on the Company’s Enchi Gold Project in southwestern Ghana, as well as for working capital and general business needs.

The offering was led by Stifel GMP as lead manager and sole bookrunner on behalf of a syndicate of underwriters which included Cormark Securities Inc., Canaccord Genuity Corp., Haywood Securities Inc., Raymond James Ltd. . and Sprott Capital Partners LP (collectively, the “Subscribers”). 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 from sales to an institutional investor, representing 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 each provinces and territories of Canada, with the exception of Quebec. The Prospectus Supplement is available on SEDAR at www.sedar.com.

Certain directors and officers of the Company (the “Insiders”) purchased a total of 283,327 Shares under the Offer. The participation of Insiders in the Offer has been considered a “related party transaction” in accordance with National Instrument 61-101 on the protection of holders of minority securities in special transactions (“M 61-101”), because Insiders are directors or senior executives of the Company. . The Company was exempt from the requirement to obtain a formal valuation or minority shareholder approval in connection with insider participation in the offer under Sections 5.5(a) and 5.7(1)(a) of the NI 61-101.

The Shares sold under the Offer have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or under any securities laws. securities of any state of the United States, and have not been offered or sold, directly or indirectly, or delivered in the United States or to, or on behalf of or for the benefit of any United States person or person in the United States, except in certain transactions exempt from the registration requirements of the US Securities Act and all applicable securities laws of any state of the United States. This press release does not constitute an offer to sell or a solicitation to buy any such securities in the United States, Canada or any other jurisdiction where such offer, solicitation or sale is unlawful. “United States” and “US Person” are as defined in Regulation S of the United States Securities Act.

About Newcore Gold Ltd.

Newcore Gold advances its Enchi Gold project located in Ghana, Africa’s largest gold producer (1). Newcore Gold offers investors a unique combination of high-level, shareholder-aligned leadership through their 24% stake, and district-wide exploration opportunities. 216 kilometer(s) from Enchi2 The land package covers 40 kilometers of Ghana’s 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

For more information, please contact:

Mal Karwowska | Vice President, Corporate Development and Investor Relations
+1 604 484 4399
[email protected]
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.

Caution Regarding Forward-Looking Statements

This press release contains certain forward-looking statements, all statements that express or imply discussions regarding predictions, expectations, beliefs, plans, projections, goals, assumptions, or future events or performance (often, but not always, using words or phrases such as “expects” or does not expect”, “is expected”, anticipates” or “does not anticipate”, “plans”, “estimates” or ” intends” or stating that certain actions, events or results “may”, “might”, “would”, “could” or “will” be taken, occur or be achieved) are not statements of historical fact and may be “forward-looking statements”. In particular, this press release contains forward-looking information regarding the following: the use of proceeds from the sales of the offering, the potential resource growth of the Enchi Gold Project, the Company’s position to continue to unlock value from the Enchi Gold Project, the ability to conduct additional drilling and expand and define the resource, the potential for a multi-million ounce project and district-scale exploration opportunities, the presence and the continuity of metals at the Enchi Gold project at estimated grades and the pursuit of shareholder alignment. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions, including those set forth 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 differ materially from those reflected in the forward-looking statements.

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 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.

Michael J. Birnbaum