/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR DISSEMINATION IN THE UNITED
STATES OR TO A U.S. PERSON/
TSX-V: NCAU, OTCQX: NCAUF
VANCOUVER, BC, July 22, 2021 /CNW/ - Newcore Gold Ltd.
("Newcore" or the "Company") (TSXV: NCAU) (OTCQX: NCAUF)
is pleased to announce that it has entered into an agreement with a
syndicate of underwriters (the "Underwriters") led by Cormark
Securities Inc. pursuant to which the Underwriters have agreed to
purchase on a bought deal basis 16,667,000 common shares of the
Company (the "Shares") at a price of C$0.60 per Share (the "Offering Price") for
aggregate gross proceeds of approximately C$10 million (the "Offering").
The Underwriters also have an option to purchase that number of
additional Shares equal to 15% of the number of Shares sold
pursuant to the Offering at the Offering Price, for market
stabilization purposes and to cover over-allotments for a period
expiring 30 days after the date of closing.
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 in a manner to be set forth
in the Prospectus Supplement (as defined below).
The Offering will be qualified by way of a prospectus supplement
(the "Prospectus Supplement") to the Company's existing base shelf
prospectus in each of the provinces Canada, excluding Québec. The Prospectus
Supplement (together with the related Base Shelf Prospectus) will
be available on SEDAR at www.sedar.com.
Closing is expected on or about August 4,
2021 and is subject to TSX Venture Exchange and other
necessary regulatory approvals.
The securities to be offered have not been and will not 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 may not be 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 States. 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 32%
equity 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.
(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
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 June 2, 2021 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.
SOURCE Newcore Gold Ltd.