NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC – Newcore Gold Ltd. ("Newcore" or the “Company”) (TSX-V: NCAU) is pleased to announce that it has entered into an agreement with Haywood Securities Inc. and Stifel GMP as co-lead underwriters and joint book-runners, on behalf of a syndicate of underwriters (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 12,500,000 common shares of the Company (the "Common Shares") at a price of $0.80 per Common Share (the "Offering Price") for gross proceeds to the Company of $10,000,000 (the "Offering").
Newcore has also granted the Underwriters the option (the "Over-Allotment Option") to sell up to an additional 1,875,000 Common Shares at the Offering Price for additional gross proceeds of up to $1.5 million. The Over-Allotment Option shall be exercisable in whole or in part at any time up to 48 hours prior to the closing of the Offering.
The Company intends to use the net proceeds of the Offering for exploration and development at its Enchi Gold Project in southwest Ghana, as well as for working capital and general corporate purposes.
The Common Shares will be offered by way of a short form prospectus to be filed in British Columbia, Alberta and Ontario (and such other Provinces as agreed between the Company and the Underwriters), on a private placement basis to eligible purchasers in the United States, and internationally as permitted by the Company and the regulatory requirements in those jurisdictions provided that no prospectus filing or comparable obligation arises and the Company does not therefore become subject to continuous disclosure obligations in such jurisdiction.
The Offering is scheduled to close on or about November 5, 2020, subject to customary closing conditions, including receipt of all necessary approvals including the approval of the TSX Venture Exchange.
The securities offered in the Offering have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Mr. Gregory Smith, P.Geo, Vice President of Exploration of Newcore, is a Qualified Person as defined by NI 43-101, and has reviewed and approved the technical data and information contained in this news release.
About Newcore Gold Corp.
Newcore Gold is advancing its Enchi Gold project located in Ghana, Africa’s largest gold producer1. The Project currently hosts an Inferred Mineral Resource of 1.2 million ounces of gold at 0.72 g/t2. Newcore Gold offers investors a unique combination of top-tier leadership, who are aligned with shareholders through their 39% ownership, and prime district scale exploration opportunities. Enchi’s 216 km2 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.
On Behalf of the Board of Directors of Newcore Gold Ltd.
President, CEO & Director
- Source: Production volumes for 2019 as sourced from the World Gold Council
- Notes for Inferred Mineral Resource Estimate:
- CIM definition standards were followed for the resource estimate.
- The 2020 resource models used ordinary kriging (OK) grade estimation within a three-dimensional block model with mineralized zones defined by wireframed solids and constrained by whittle pits shell.
- A base cut-off grade of 0.3 g/t Au was used with a capping of gold grades at 18 g/t.
- A US$1,500/ounce gold price, open pit with heap leach operation was used to determine the cut-off grade of 0.3 g/t Au. Mining costs of US$2.27/mined tonne and G&A and Milling costs of US$9.84/milled tonne. The Inferred Mineral Resource Estimate is pit constrained.
- A density of 2.45 g/cm3 was applied. Numbers may not add due to rounding.
- Mineral Resources that are not mineral reserves do not have economic viability.
- These numbers are from the independent technical report titled "Enchi Gold Project, Resource Update, Enchi, Ghana", with an effective date of September 11, 2020, prepared by Todd McCracken, P. Geo. in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Project and is available under Newcore’s SEDAR profile at www.sedar.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 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 likelihood of 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 authority and approvals. 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 October 13, 2020 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.
Safe Harbor Statement under the United States Private Securities Litigation Reform Act of 1995: Except for the statements of historical fact contained herein, the information presented constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements including but not limited to those with respect to the price of gold, potential mineralization, reserve and resource determination, exploration results, and future plans and objectives of the Company involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. 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. The Company does not undertake to update forward‐looking statements or forward‐looking information, except as required by law.