Newcore Gold — Capital/Financing Update 2020

Oct 14, 2020

NEWCORE GOLD LTD.

UPSIZE TERM SHEET

BOUGHT DEAL OFFERING OF COMMON SHARES

OCTOBER 14, 2020

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces of British Columbia, Alberta and Ontario. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

ISSUER:	Newcore Gold Ltd. (the “Company”)
AMOUNT:	C$15,000,000
OFFERING:	18,750,000 common shares (the “Common Shares”)
PRICE:	C$0.80 per Common Share
TRANSACTION	Bought deal public offering of Common Shares by way of short-form prospectus to be filed in
STRUCTURE:	each of the provinces of British Columbia, Alberta and Ontario.
QUALIFYING AND	The Common Shares will be eligible for sale in each of the provinces of British Columbia, Alberta
SELLING	and Ontario, and/or in jurisdictions other than Canada that are mutually agreed to by the Company
JURISDICTIONS:	and the Lead Underwriters and may be offered for sale in the United States to Qualified
	Institutional Buyers (as defined in Rule 144A under the United States Securities Act of 1933, as
	amended (the "1933 Act") and to Accredited Investors (as defined in Rule 501(a) of Regulation
	D under the 1933 Act) by way of private placement pursuant to an exemption from the registration
	requirements of the 1933 Act (collectively, the “Qualifying Jurisdictions”).
USE OF PROCEEDS:	The net proceeds from the Offering will be used to for exploration and development of the
	Company’s Enchi Gold Project, general working capital and corporate purposes.
EXCHANGE	The Company shall obtain the necessary approvals to list	the Common Shares under the
LISTING:	Company’s trading symbol “NCAU-TSXV”, which listing shall be conditionally approved prior
	to the Closing Date.
LEAD	Haywood Securities Inc. and Stifel GMP
UNDERWRITERS:
CLOSING:	On or about November 5, 2020 or such other date as agreed between the Company and the
	Underwriters (the “Closing Date”), each acting reasonably.
ELIGIBILITY:	Eligible under the usual statutes as well as for RRSPs, RRIFs, DPSPs, RESPs and TFSAs.
U.S. NOTICE:	The securities offered hereby have not and will not be registered under the 1933 Act and may not
	be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the
	1933 Act) unless the securities have been registered under the 1933 Act or are otherwise exempt
	from such registration.

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