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 17,241,380 units of
the Company (the "Units") to be priced at $0.29 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
$0.40 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
September 26, 2024, and is subject to certain conditions including,
but not limited to, the receipt of all necessary approvals
including the approval of the TSX Venture Exchange. 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 on SEDAR+
at www.sedarplus.ca 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 19% equity ownership,
and prime district scale exploration opportunities. Enchi’s 248 km2
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 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 2023 as sourced from the World Gold
Council.
On Behalf of the Board of Directors of
Newcore Gold Ltd.
Luke AlexanderPresident, CEO & Director
For further information, please
contact:
Mal Karwowska | Vice President, Corporate
Development and Investor Relations+1 604 484
4399info@newcoregold.com 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 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, 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: 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
estimation of mineral resources; results of preliminary economic
assessments; 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
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 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 future results, performance or achievements expressed or
implied by the forward-looking information. Such factors include,
among 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 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 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.
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