Newcore Gold — Capital/Financing Update 2020

Oct 14, 2020

OCTOBER 13, 2020

NEWCORE GOLD LTD.

TERM SHEET BOUGHT DEAL OFFERING OF COMMON SHARES

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$10,000,000
OFFERING:	12,500,000 common shares (the “Common Shares”)
PRICE:	C$0.80 per Common Share
OVER-ALLOTMENT:	The Company grants the Lead Underwriters an option, exercisable, in whole or in part
	by the Lead Underwriters, at any time up to 48 hours prior to the Closing Date to
	purchase, or find substitute purchasers for, up to an additional number of Common
	Shares (the “Additional Shares”) equal to 15% of the Common Shares sold pursuant
	to the Offering at a price per Additional Share equal to the Issue Price. All		references
	herein to “Common Shares” shall include the “Additional Shares”.
TRANSACTION	Bought deal public offering of Common Shares by way of short-form prospectus to
STRUCTURE:	be filed in 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
SELLING	Columbia, Alberta and Ontario, and/or in jurisdictions other than Canada that are
JURISDICTIONS:	mutually agreed to by the Company andthe Lead Underwritersand 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 LISTING:	The Company shall obtain the necessary approvals to list the Common Shares under
	the Company’s trading symbol “NCAU-TSXV”, which listing shall be conditionally
	approved prior to the Closing Date.
LEAD UNDERWRITERS:	Haywood Securities Inc. and Stifel GMP

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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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