Newcore Gold - Capital/Financing Update 2021

A copy of this preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form base shelf prospectus is obtained from the securities regulatory authorities.

This preliminary short form prospectus is a base shelf prospectus. This preliminary short form base shelf prospectus has been filed under legislation in each of the provinces and territories of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption from such delivery requirements is available.

No securities regulatory authority has expressed an opinion about these securities, and it is an offence to claim otherwise. This preliminary short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell such securities. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any state securities laws. Accordingly, the securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as such terms are defined in Regulation S under the U.S. Securities Act), unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This short form base shelf prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or to, or for the benefit of, U.S. persons. See “Plan of Distribution”.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request, without charge, from the Corporate Secretary of Newcore Gold Ltd. at its head office and principal place of business at Suite 413 - 595 Burrard Street, Vancouver, British Columbia V7X 1J1 (Telephone: (604) 484 4399) and copies are also available electronically at www.sedar.com.

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

NEW ISSUE

February 24, 2021

==> picture [382 x 75] intentionally omitted <==

NEWCORE GOLD LTD.

$100,000,000

Common Shares Preferred Shares Debt Securities Warrants Subscription Receipts Units Share Purchase Contracts

Newcore Gold Ltd. (the “ Company ” or “ Newcore ”) may offer and sell, from time to time (the “ Offerings ”), common shares of the Company (“ Common Shares ”), Preferred Shares of the Company (“ Preferred Shares ”), debt securities (“ Debt Securities ”), warrants to purchase Common Shares (“ Warrants ”) or Debt Securities, or subscription receipts (“ Subscription Receipts ”), units comprised of one or more of any of the securities that are described herein (“ Units ”), share purchase contracts obligating holders to purchase a specified number of Common Shares at a future date or dates, or similar contracts which may be issued on a prepaid basis (in each case, “ Share Purchase Contracts ”) or any combination of such securities (all of the foregoing collectively, the “ Securities ”) up to an aggregate total offering of $100,000,000 (or the equivalent thereof, at the date of issue, in any other currency or currencies, as the case may be) at any time during the 25-month period that this short form base shelf prospectus (including any amendments hereto) (the “ Prospectus ”) remains effective. Securities may be offered hereby separately or together, in separate series, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying prospectus supplement (a “ Prospectus Supplement ”). In addition, Securities may be offered and issued in consideration for the acquisition of other

businesses, assets or securities by us or one of our subsidiaries. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of among other things, Securities, cash and assumption of liabilities.

All applicable information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, except in cases where an exemption from such delivery requirements is available. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

The specific terms of the securities with respect to a particular offering will be set out in one or more prospectus supplements and may include, where applicable: (i) in the case of Common Shares, the number of Common Shares offered, the offering price and any other specific terms; (ii) in the case of Warrants, the offering price, the designation, number and terms of the Common Shares, Preferred Shares or Debt Securities issuable upon exercise of the Warrants, any terms and procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the Warrants are issued and any other specific terms; (iii) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price, the procedures for the exchange of the subscription receipts for Common Shares, Preferred Shares, Debt Securities or Warrants, as the case may be, and any other specific terms; (iv) in the case of Debt Securities, the designation, the aggregate principal amount, the currency or the currency unit for the debt securities being offered, the maturity, the interest provisions, the authorized denominations, the offering price, any terms for redemption or terms under which the Debt Securities may be defeased, any exchange or conversion terms and any other terms specific to the debt securities being offered; (v) in the case of Units, the designation, number and terms of the Common Shares, Preferred Shares, Warrants, Subscription Receipts, Share Purchase Contracts or Debt Securities comprising the Units; and (vi) in the case of Share Purchase Contracts, whether the Share Purchase Contracts obligate the holder to purchase or sell or both purchase and sell Common Shares or Preferred Shares, whether the share purchase contracts are to be prepaid or not or paid in instalments, any conditions upon which the purchase or sale will be contingent and the consequences if such conditions are not satisfied, whether the share purchase contracts are to be settled by delivery, or by reference or linkage to the value of performance of the Common Shares or Preferred Shares, any provisions relating to the settlement of the share purchase contracts, the date or dates on which the sale or purchase must be made, whether the share purchase contracts will be issued in fully registered or global form, the material income tax consequences of owning, holding and disposing of the share purchase contracts and any other material terms and conditions. Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to the Securities will be included in the prospectus supplement describing the securities.

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities in such jurisdictions. The Company may sell the Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly, through applicable statutory exemptions, or through agents designated by the Company from time to time. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent engaged in connection with the offering and sale of the Securities, as well as the method of distribution and the terms of the offering of such Securities, including the net proceeds to the Company and, to the extent applicable, any fees, discounts, concessions or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution. See “Plan of Distribution”.

This Prospectus may qualify an “at-the-market distribution” as defined in National Instrument 44-102 – Shelf Distributions (“ NI 44-102 ”).

Securities may be sold from time to time in one or more transactions at a fixed price or prices, which may be changed, or at non-fixed prices. If offered on a non-fixed price basis, Securities may be offered at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at prices to be negotiated with purchasers at the time of sale, including sales in transactions that are deemed to be "at-the-market distributions" as contemplated by NI 44-102, including sales made directly on the TSX Venture Exchange (" TSXV ") or other existing trading markets for the Securities, which prices may vary as between purchasers and during the period of distribution of the Securities, as set forth in an accompanying Prospectus Supplement. You should read this Prospectus and any applicable Prospectus Supplement carefully before you invest in the Securities.

In connection with any offering of Securities, other than an “at-the-market distribution” (as defined under applicable Canadian securities legislation), unless otherwise specified in a Prospectus Supplement, the underwriters, dealers or agents, as the case may be, may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of the Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time. A purchaser who acquires Securities forming part of the underwriters’, dealers’ or agents’ over-allocation position acquires those securities under this Prospectus and the Prospectus Supplement relating to the particular offering of Securities, regardless of whether the over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases. See “Plan of Distribution”. No underwriter of an “at-the-market distribution”, and no person or company acting jointly or in concert with an underwriter, may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the Securities or securities of the same class as the Securities distributed under this Prospectus, including selling an aggregate number or principal amount of securities that would result in the underwriter creating an over-allocation position in the Securities.

The Company’s outstanding Common Shares are listed and posted for trading on the TSXV under the symbol “NCAU” and on the OTCQX® Best Market (the “ OTCQX ”) under the symbol “NCAUF”. On February 23, 2021, the last trading day of the Common Shares prior to the date of this Prospectus, the closing price of the Common Shares on the TSXV was $0.65 and on the OTCQX was $0.52186. Unless otherwise specified in the applicable Prospectus Supplement, the Preferred Shares, the Debt Securities, the Warrants, the Subscription Receipts, the Units and the Share Purchase Contracts will not be listed on any securities exchange. There is no market through which the Securities, other than the Common Shares, may be sold and purchasers may not be able to resell these Securities purchased under this Prospectus. This may affect the pricing of these Securities in the secondary market, the transparency and availability of trading prices, the liquidity of these Securities, and the extent of issuer regulation. See “Risk Factors”.

Prospective investors should be aware that the acquisition of the Securities may have tax consequences that may not be fully described in this Prospectus or in any Prospectus Supplement, and should carefully review the tax discussion, if any, contained in the applicable Prospectus Supplement with respect to a particular Offering and consult their own tax advisors with respect to their own particular circumstances.

Investing in the Securities involves significant risks. Prospective investors should carefully consider the risk factors described under the heading “Risk Factors” in this Prospectus, in the applicable Prospectus Supplement with respect to a particular Offering and in the documents incorporated by reference herein and therein.

No underwriter has been involved in the preparation of this Prospectus or performed any review of the content of this Prospectus.

This Prospectus does not qualify for issuance of debt securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests, including, for example, an equity or debt security, or a statistical measure of economic or financial performance (including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items). For greater certainty, this Prospectus may qualify for issuance debt securities, including Debt Securities convertible into other Securities, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers’ acceptance rate, or to recognized market benchmark interest rates such as CDOR (the Canadian Dollar Offered Rate), LIBOR (the London Interbank Offered Rate), EURIBOR (the Euro Interbank Offered Rate) or a U.S. federal funds rate.

The Company's head office is located at Suite 413 – 595 Burrard Street, Vancouver, British Columbia V7X 1J1 and its registered office is located at 10[th] Floor, 595 Howe Street, Vancouver, British Columbia V6C 2T5.

iii

Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION ............................................................... 1 CAUTIONARY NOTE TO UNITED STATES INVESTORS ................................................................................................ 3 DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................................ 3 BUSINESS OF THE COMPANY ............................................................................................................................................ 4 RISK FACTORS ...................................................................................................................................................................... 4 USE OF PROCEEDS ............................................................................................................................................................... 7 EARNINGS COVERAGE RATIO .......................................................................................................................................... 8 CONSOLIDATED CAPITALIZATION .................................................................................................................................. 8 PLAN OF DISTRIBUTION ..................................................................................................................................................... 8 PRIOR SALES ......................................................................................................................................................................... 9 PRICE RANGE AND TRADING VOLUME .......................................................................................................................... 9 DIVIDEND POLICY................................................................................................................................................................ 9 DESCRIPTION OF COMMON SHARES ............................................................................................................................... 9 DESCRIPTION OF PREFERRED SHARES ......................................................................................................................... 10 DESCRIPTION OF DEBT SECURITIES .............................................................................................................................. 10 DESCRIPTION OF WARRANTS ......................................................................................................................................... 11 DESCRIPTION OF SUBSCRIPTION RECEIPTS ................................................................................................................ 12 DESCRIPTION OF UNITS .................................................................................................................................................... 13 DESCRIPTION OF SHARE PURCHASE CONTRACTS .................................................................................................... 13 DENOMINATIONS, REGISTRATION AND TRANSFER ................................................................................................. 13 CERTAIN FEDERAL INCOME TAX CONSIDERATIONS ............................................................................................... 14 AUDITOR, TRANSFER AGENT AND REGISTRAR ......................................................................................................... 14 INTEREST OF EXPERTS ..................................................................................................................................................... 14 LEGAL MATTERS ................................................................................................................................................................ 14 EXEMPTIONS ....................................................................................................................................................................... 15 PURCHASERS’ STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION ................. 15

CERTIFICATE OF NEWCORE GOLD LTD.

C-1

You should rely only on the information contained in or incorporated by reference in this Prospectus and any applicable Prospectus Supplement in connection with an investment in the Securities. We have not authorized anyone to provide you with different information. We are not making an offer of the Securities in any jurisdiction where such offer is not permitted. You should assume that the information appearing in this Prospectus or any Prospectus Supplement is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference herein or therein is accurate only as of the date of that document unless specified otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.

In this Prospectus and any Prospectus Supplement, unless the context otherwise requires, the terms “we”, “our”, “us” and the “Company” refer to Newcore Gold Ltd. and our direct and indirect subsidiaries. References to dollars or “$” are to Canadian currency unless otherwise indicated.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Prospectus and the documents incorporated or deemed to be incorporated by reference herein contain forward-looking statements and forward-looking information (collectively, " forward-looking statements ") within the meaning of applicable securities laws. These forward-looking statements relate to future events or the future performance of the Company. All statements other than statements of historical fact may be forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", or the negative of these terms or other comparable terminology. These forward-looking statements are only predictions. Actual events or results may differ materially. In addition, this Prospectus and the documents incorporated by reference herein may contain forward-looking statements attributed to third party industry sources. Undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions and known and unknown risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. Forward-looking statements in this Prospectus and the documents incorporated by reference herein speak only as of the date of this Prospectus or as of the date specified in the documents incorporated by reference herein.

Forward-looking statements in this Prospectus and the documents incorporated by reference herein include, but are not limited to, statements with respect to:

the further potential of the Company’s properties;
the estimation of mineral resources;
success of exploration activities;
environmental risks
the Company's business plans focused on the exploration and development of Enchi (as defined below);
the Company’s work programs on Enchi;
capital expenditures and timing of future exploration and development activities;
government regulation and timing and receipt of approvals, consents and permits under applicable legislation;
use of available funds, including the proceeds from the sale of the Securities;
business objectives and milestones;
the Company's executive compensation; and
adequacy of financial resources.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The Company cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for the outcome of the forward-looking statements. Many of the risks and other factors are beyond the control of the Company which could cause results to differ materially from those expressed in the forward-looking statements contained in this Prospectus and the documents incorporated by reference herein. The risks and other factors include, but are not limited to:

uncertainty in the Company's ability to raise financing and fund the exploration and development of its mineral properties;
uncertainty relating to mineral resources;
risks related to precious and base metal price fluctuations, particularly gold;
risks related to the inherently dangerous activity of mining, including conditions or events beyond the Company's control, and operating or technical difficulties in mineral exploration and development activities;
risks associated with permitting and licensing;
risks related to the impact of the COVID-19 pandemic on the Company;
risks associated with dilution;
risks related to community relations;
the availability of infrastructure, energy and other commodities;

nature and climatic conditions;
risks related to information technology and cybersecurity;
risks relating to equity investments;
the prevalence of competition within the mining industry;
availability of sufficient power and water for operations;
risks associated with tax matters and foreign mining tax regimes;
uncertainty as to actual capital costs, operating costs, production and economic returns, and uncertainty that development activities will result in profitable mining operations;
competition for, among other things, capital reserves and skilled personnel;
risks related to fluctuations in the currency markets (particularly the Canadian dollar and United States dollar);
obligations as a public company;
risks relating to the dependence of the Company on key management personnel and outside parties, including third parties and their performance of obligations under contractual arrangements;
volatility in the market price of the Company’s securities;
stock market volatility and market valuations and uncertainty in global financial markets;
risks related to governmental regulations and obtaining necessary licenses and permits;
the impact of Ghanaian laws regarding foreign investment;
operating risks caused by social unrest;
risks related to the business of the Company being subject to environmental laws and regulations which may increase costs of doing business and restrict the Company's operations;
risks related to mineral properties being subject to prior unregistered agreements, transfers, or claims and other defects in title;
risks relating to inadequate insurance or inability to obtain insurance;
risks relating to potential litigation;
labour and employment matters; and
risks related to officers and directors becoming associated with other natural resource companies which may give rise to conflicts of interests.

These factors should not be considered exhaustive. See "Risk Factors". With respect to forward-looking statements contained in this Prospectus and the documents incorporated by reference herein, the Company has made assumptions regarding, among other things: present and future business strategies; the impact of increasing competition; conditions in general economic and financial markets; the environment in which the Company will operate in the future, including the price of silver and gold; current technology; cash flow; future exchange rates; timing and amount of capital expenditures; effects of regulation by governmental agencies; future operating costs; and the Company's ability to obtain financing on acceptable terms.

Readers are cautioned that the foregoing list of factors is not exhaustive and that additional information on these and other factors that could affect the Company's operations or financial results is discussed in this Prospectus and certain of the other documents on file with Canadian securities regulatory authorities and incorporated by reference herein. Copies of these documents are available on SEDAR at www.sedar.com. The above summary of assumptions and risks related to forward-looking statements is included in this Prospectus and the documents incorporated by reference herein in order to provide readers with a more complete perspective on the future operations of the Company. Readers are cautioned that this information may not be appropriate for other purposes.

The forward-looking statements contained in this Prospectus and in the documents incorporated by reference herein are expressly qualified by this cautionary statement. The Company is not under any duty to update or revise any of the forward-looking statements except as expressly required by applicable securities laws.

CAUTIONARY NOTE TO UNITED STATES INVESTORS

The mineral resource and mineral reserve estimates, if any, contained in this Prospectus have been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws and use terms that are not recognized by the United States Securities and Exchange Commission (“ SEC ”). The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with the CIM Definition Standards adopted by CIM Council on May 10, 2014 which were incorporated by reference in the Canadian Securities Administrators’ National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43101 ”). Any mineral reserves and mineral resources reported in this Prospectus in accordance with NI 43-101 may not qualify as such under SEC standards, including SEC Subpart 1300 of Regulation S-K.

Accordingly, information contained in this Prospectus containing descriptions of the Company’s mineral deposits may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or other similar authorities in each of the provinces and territories of Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Company at Suite 413 - 595 Burrard Street, Vancouver, British Columbia V7X 1J1 (Telephone: (604) 484 4399). In addition, copies of the documents incorporated herein by reference may be obtained under the profile of the Company through the System for Electronic Document Analysis and Retrieval ("SEDAR"), which can be accessed online at www.sedar.com .

The following documents of the Company, which have been filed by the Company with the Commissions, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

a) the amended and restated annual information form of the Company dated October 30, 2020 for the fiscal year ended December 31, 2019 (the " AIF ");
b) the audited consolidated financial statements as at and for the years ended December 31, 2019 and 2018, together with the notes thereto and the auditor’s report thereon;
c) the management’s discussion and analysis of the Company for the year ended December 31, 2019;
d) the unaudited condensed consolidated interim financial statements of the Company for the nine months ended September 30, 2020, except the "Notice to Reader" of no auditor review contained therein, together with the notes thereto;
e) the management's discussion and analysis of the Company for the nine months ended September 30, 2020;
f) the material change report dated August 10, 2020 in respect of the Company changing its name to "Newcore Gold Ltd.";
g) the material change report dated September 21, 2020 in connection with the Company's announcement of an updated, pit constrained, National Instrument 43-101 Mineral Resource estimate;
h) the material change reports dated October 16, 2020 in respect of the Company’s bought deal offering of 18,750,000 Common Shares for gross proceeds of $15,000,000 (the “ November 2020 Offering ”);
i) the material change report dated November 4, 2020 in connection with the closing of the November 2020 Offering; and
j) the management information circular dated July 14, 2020, prepared for the annual and special meeting of shareholders held on August 19, 2020.

Any document of the types referred to in the preceding paragraph (excluding press releases and confidential material change reports) or of any other type required to be incorporated by reference into a short form prospectus pursuant to National

Instrument 44-101 - Short Form Prospectus Distribution s that are filed by us with a Commission after the date of this Prospectus and prior to the termination of an Offering under any Prospectus Supplement shall be deemed to be incorporated by reference in this Prospectus.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded.

A Prospectus Supplement containing the specific terms of an Offering will be delivered to purchasers of such Securities together with this Prospectus, except in cases where an exemption from such delivery requirements is available, and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement, but only for the purposes of an Offering covered by that Prospectus Supplement.

Upon a new annual information form and the related audited annual financial statements and management's discussion and analysis being filed by the Company with, and, where required, accepted by, the applicable securities commissions or similar regulatory authorities during the currency of this Prospectus, the previous annual information form, the previous audited annual financial statements and related management's discussion and analysis, and all interim financial statements and related management's discussion and analysis, material change reports and business acquisition reports filed prior to the commencement of the Company's financial year in which the new annual information form and the related annual financial statements and management's discussion and analysis are filed shall be deemed no longer to be incorporated into this Prospectus for purposes of further offers and sales of securities hereunder. Upon new interim financial statements and related management’s discussion and analysis being filed by us with the applicable securities commissions or similar regulatory authorities during the currency of this Prospectus, all interim financial statements and related management’s discussion and analysis filed prior to the new interim consolidated financial statements and related management’s discussion and analysis shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of securities hereunder. Upon a new information circular relating to an annual general meeting of holders of Common Shares of the Company being filed by us with the applicable securities commissions or similar regulatory authorities during the currency of this Prospectus, the information circular for the preceding annual general meeting of holders of Common Shares shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of securities hereunder.

Reference to the Company’s website in any documents that are incorporated by reference into this Prospectus do not incorporate by reference the information on such website into this Prospectus, and the Company disclaims any such incorporation by reference.

BUSINESS OF THE COMPANY

The Company engages principally in the advancement and development of its Enchi Gold Project (“ Enchi ”) in Ghana. Enchi is road accessible, is on the Ghanaian power grid and is situated along the eastern margin of the Sefwi gold belt that hosts multi-million ounce producing mines such as the Chirano Gold Mine (owned by Kinross Gold Corporation) located 70 km north of Enchi and the past producing Bibiani Gold Mine. Enchi includes seven prospecting licenses comprising a total 216 km[2] land package.

Further information regarding the business of the Company, its operations and its mineral properties can be found in the materials incorporated by reference into this Prospectus including the following sections of the AIF: "Corporate Structure", "General Development of the Business" and "Description of the Business". See "Documents Incorporated by Reference".

RISK FACTORS

An investment in the Securities involves a high degree of risk and must be considered a highly speculative investment due to the nature of the Company’s business and the present stage of exploration and development of its mineral properties.

Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though present, are insufficient in quantity or quality to return a profit from production.

Prospective purchasers of the Securities should carefully consider the risk factors set out below, as well as the information included in any Prospectus Supplement and in documents incorporated by reference in this Prospectus and any applicable Prospectus Supplement, before making an investment decision to purchase the Securities. Specific reference is made to the section entitled “Risks Factors” in the AIF. See “Documents Incorporated by Reference”. Without limiting the foregoing, the following risk factors should be given special consideration when evaluating an investment in the Securities. Each of the risks described herein, and in these sections and documents, could materially and adversely affect our business, financial condition, results of operations and prospects, cause actual events to differ materially from those described in forward-looking information and other information relating to the Company and could result in a loss of your investment. Additional risks not currently known to the Company, or that the Company currently deems immaterial, may also have a material adverse effect on the Company.

Newcore is subject to a number of significant risks due to the nature of its business and the present stage of its business development. Only those persons who can bear risk of the entire loss of their investment should invest in the Company’s securities.

Newcore’s failure to successfully address such risks and uncertainties could have a material adverse effect on its business, financial condition and/or results of operations, and the future trading price of its common shares may decline and investors may lose all or part of their investment. Newcore cannot give assurance that it will successfully address these risks or other unknown risks that may affect its business. Estimates of mineral resources and mineral reserves are inherently forwardlooking statements subject to error. Although mineral resource and mineral reserve estimates require a high degree of assurance in the underlying data when the estimates are made, unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates. Actual results will inherently differ from estimates. The unforeseen events and uncontrollable factors include: geologic uncertainties including inherent sample variability, metal price fluctuations, variations in mining and processing parameters, and adverse changes in environmental or mining laws and regulations. The timing and effects of variances from estimated values cannot be accurately predicted.

Below is a brief summary of some of Newcore’s risks and uncertainties. These risk factors are not a definitive list of all risk factors associated with an investment in the securities of Newcore or in connection with the Company’s operations.

Risks Related to the Business

COVID-19 Public Health Crisis

The Company's business, operations and financial condition, and the market price of the Common Shares, could be materially and adversely affected by epidemics, pandemics or other health crises, including the recent outbreak of COVID19. To date, there have been a large number of temporary business closures, quarantines and a general reduction in consumer activity in a number of countries, including Canada and Ghana. The outbreak has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions. While these effects are expected to be temporary, the duration of the various disruptions to businesses locally and internationally and the related financial impact cannot be reasonably estimated at this time. Similarly, the Company cannot estimate whether, or to what extent, the COVID-19 outbreak, government responses to it, and the potential financial impact may extend to countries outside of those currently impacted. Such public health crises can result in volatility and disruptions in the supply and demand for gold and other metals and minerals, global supply chains and government and consumer responses to them, and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, exchange rates, credit ratings, credit risk, share prices and inflation.

The risks to the Company of such public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak, increased labour and fuel costs, regulatory changes, political or economic instabilities or civil unrest. As of the date of this Prospectus, the Company has successfully continued operations under COVID-19 protocols. However, the extent to which COVID-19 will or may further impact the Company is uncertain and these factors are beyond the Company's control and it is possible that COVID-19 and its related impacts may have a material adverse effect on the Company's business, results of operations and financial condition and the market price of the Common Shares.

Risks Related to the Common Shares and to an Offering

Use of Proceeds of an Offering

Management will have discretion concerning the use of the proceeds of an Offering as well as the timing of their expenditure. As a result, an investor will be relying on the judgment of management for the application of the proceeds of an Offering. Management may use the net proceeds of an Offering other than as described under the heading " Use of Proceeds " in this Prospectus and in the applicable Prospectus Supplement if they believe it would be in the Company’s best interest to do so and in ways that an investor may not consider desirable. The results and the effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Company’s results of operations may suffer.

Historical Negative Cash Flow from Operations

The Company has historically had negative cash flow from operations. The Company had negative cash flow from operating activities of $282,900 for the financial year ended December 31, 2019 and $954,302 for the nine-month period ended September 30, 2020. To the extent that the Company has negative cash flow in future periods, the Company may need a portion of its general working capital to fund such negative cash flow.

Future Financings May Cause Dilution

The Company may sell additional equity securities, or securities convertible or exercisable into equity securities, in subsequent offerings to finance its operations. The Company cannot predict the size of future sales and issuances of equity securities or the effect, if any, that future sales and issuances of equity securities will have on the market price of the Common Shares. Sales or issuances of a substantial number of equity securities or the perception that such sales could occur, may have a material adverse effect on the prevailing market prices for the Common Shares. With any additional sale or issuance of equity securities, investors will suffer dilution of the voting power and may experience dilution in the Company's earnings per Common Share.

Forward-Looking Statements May Prove Inaccurate

Investors are cautioned not to place undue reliance on forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.

Current Global Financial Condition

Current global financial conditions have been subject to increased volatility and access to debt and equity financing has been, or may be, negatively impacted by the liquidity crisis and market turmoil. These factors, which include the nature, effects and timing of administrative and legislative change, and possible changes in regulation or regulatory approach resulting from the 2020 general election in the United States, may impact the ability of the Company to obtain equity or debt financing in the future whether on terms favourable to the Company or at all. If these increased levels of volatility and market turmoil continue, or worsen, the Company's operations could be adversely impacted and the trading price of the Common Shares could be adversely affected.

Market Price of Common Shares

There can be no assurance that an active market for the Common Shares will be sustained. Securities of mining companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally, and market perceptions of the attractiveness of particular industries. The price of the securities of the Company is also likely to be significantly affected by short-term changes in commodity prices and specifically the price of silver and gold, other precious metal prices or other mineral prices, currency exchange fluctuation, or in its financial condition or results of operations as reflected in its quarterly financial reports.

USE OF PROCEEDS

Unless otherwise specified in the applicable Prospectus Supplement, the net proceeds from the sale of Securities will be used to advance our business objectives, including funding future exploration and development work for Enchi, future potential economic studies for Enchi, working capital requirements and general and administrative expenses, repaying indebtedness outstanding from time to time, discretionary capital programs, and potential future acquisitions. As at the date of this Prospectus, the Company does not have any proposed acquisitions .

Each Prospectus Supplement will contain specific information concerning the use of proceeds from that sale of Securities and the business objectives that the Company expects to accomplish using the net proceeds of the distribution.

The Company had negative operating cash flow in recent years. To the extent that the Company has negative cash flow in future periods, the Company may need to allocate a portion of proceeds from the Offerings to fund such negative cash flow.

All expenses relating to an Offering and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of the proceeds from the sale of such Securities, unless otherwise stated in the applicable Prospectus Supplement.

On November 4, 2020, the Company closed the November 2020 Offering for gross proceeds of $15,000,000. In the Company’s short form prospectus dated October 30, 2020 (the “ October Prospectus ”), the Company disclosed that the net proceeds from the November 2020 Offering would be used toward the exploration and development of Enchi, as well as for ESG, camp and concession maintenance and administration, general & administrative expenses and working capital. The following table sets out the planned use of proceeds (the “ November 2020 Planned Use ”) as disclosed under the heading “Use of Proceeds” in the October Prospectus. There have been no variances between the November 2020 Planned Use and the actual and continued planned use of the proceeds of the November 2020 Offering, as of the date of this Prospectus (the “ February 2021 Actual and Planned Use ”). The November 2020 Offering closed relatively recently and therefore there is no variation between the November 2020 Planned Use and the February 2021 Actual and Planned Use as of the date of this Prospectus. The Company has used and continues to expect to use the net proceeds of the November 2020 Offering in accordance with the November 2020 Planned Use.

Purpose of Funds	November 2020 Planned Use	February 2021 Actual and Planned Use	Variance



Exploration and development of the Enchi Gold Project – as per Technical Report (as defined below)(1)

Drilling	$6,496,711	$6,496,711	$0
Topographic Survey / LiDAR	$217,105	$217,105	$0
Environmental Impact Assessment	$197,368	$197,368	$0
Metallurgical Test Program	$394,737	$394,737	$0
Geotechnical Assessment Work	$230,263	$230,263	$0
PEA Study	$394,737	$394,737	$0
Camp Costs (Labour, Access, Compensation)	$427,632	$427,632	$0
Exploration and development of the Enchi Gold Project – Additional Work


Expanded Drill Program	$2,861,842	$2,861,842	$0
Exploration (surface mapping and sampling)	$270,000	$270,000	$0
ESG, camp and concession maintenance and administration	$362,000	$362,000	$0
Estimated 12-month general & administrative expenses	$1,383,000	$1,383,000	$0
Unallocated working capital	$694,605	$694,605	$0
TOTAL	$13,930,000	$13,930,000

Notes:

(1) Based on an exchange rate of C$1.00 to US$0.76.

EARNINGS COVERAGE RATIO

Earnings coverage ratios will be provided as required in the applicable Prospectus Supplement with respect to the issuance of Debt Securities.

CONSOLIDATED CAPITALIZATION

The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on the share and loan capitalization of the Company that will result from the issuance of securities pursuant to such Prospectus Supplement.

On November 4, 2020, the Company closed the November 2020 Offering, pursuant to which the Company issued 18,750,000 Common Shares at a price of $0.80 per Common Share for gross proceeds to the Company of $15,000,000.

Other than the November 2020 Offering, since the date of the unaudited condensed consolidated interim financial statements of the Company for the nine months ended September 30, 2020, which are incorporated by reference in this Prospectus, there has been no material change to the share and loan capital of the Company on a consolidated basis and as otherwise disclosed in this Prospectus.

PLAN OF DISTRIBUTION

We may sell the Securities, separately or together: (a) to one or more underwriters or dealers; (b) through one or more agents; or (c) directly to one or more other purchasers. Each Prospectus Supplement will set forth the terms of the applicable Offering, including the name or names of any underwriters or agents, the purchase price or prices of the Securities and the proceeds to the Company from the sale of the Securities. In addition, Securities may be offered and issued in consideration for the acquisition (an “ Acquisition ”) of other businesses, assets or securities by us or our subsidiaries. The consideration for any such Acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, securities, cash and assumption of liabilities.

The Securities may be sold from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, including sales in transactions that are deemed to be “at-the-market-distributions” as defined in NI 44-102, including sales made directly on the TSXV, if applicable, or other existing trading markets for the Common Shares. This Prospectus and any Prospectus Supplement may also cover the initial resale of the Securities purchased pursuant thereto. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution. If, in connection with an Offering at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid to us by the underwriters.

Underwriters, dealers or agents who participate in the distribution of Securities may be entitled under agreements to be entered into with the Company to indemnification by us against certain liabilities, including liabilities under Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. The underwriters, dealers or agents with whom we enter into agreements may be customers of, engage in transactions with, or perform services for, us in the ordinary course of business.

In connection with any offering of Securities, other than an “at-the-market distribution”, except as otherwise set out in a Prospectus Supplement relating to a particular Offering, the underwriters or dealers, as the case may be, may over-allot or effect transactions intended to fix or stabilize the market price of the Securities at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. No underwriter, dealer or agent involved in an “at-the-market distribution”, no affiliate of such an underwriter, dealer or agent may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the offered Securities, including selling an aggregate number of principal amount of securities that would result in the underwriter, dealer or agent creating an over-allocation position in the offered Securities.

Unless otherwise specified in a Prospectus Supplement, there is no market through which the Securities, other than the Common Shares, may be sold, and holders may not be able to resell any such Securities purchased under this

Prospectus or any Prospectus Supplement. Unless otherwise specified in the applicable Prospectus Supplement, the Securities (excluding any Common Shares) will not be listed on any securities exchange . This may affect the pricing of such Securities on the secondary market, the transparency and availability of trading prices, the liquidity of the Securities, and the extent of issuer regulation. See “Risk Factors”.

Unless otherwise specified in a Prospectus Supplement, the Securities have not been, and will not be, registered under the U.S. Securities Act, or any securities or “blue sky” laws of any of the states of the United States. Accordingly, the Securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, absent registration or pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, until 40 days after closing of an Offering, an offer or sale of the Securities within the United States by any dealer, whether or not participating in such Offering, may violate the registration requirements of the U.S. Securities Act if such offer or sale is made other than in accordance with an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

PRIOR SALES

Information in respect of Securities issued within the previous twelve month period, as well as in respect of Common Shares that we issued upon the exercise of options granted under our equity incentive plans, and in respect of such equity securities exercisable or convertible into Common Shares that we granted under such equity incentive plans, will be provided as required in a Prospectus Supplement with respect to the issuance of securities pursuant to such Prospectus Supplement.

PRICE RANGE AND TRADING VOLUME

The Common Shares are listed for trading on the TSXV under the trading symbol “NCAU” and on the OTCQX under the trading symbol “NCAUF”. Trading price and volume of the Company’s securities will be provided as required for all of our Common Shares, as applicable, in a Prospectus Supplement.

DIVIDEND POLICY

We have not declared any dividends or distributions on the Common Shares or Preferred Shares of the Company. We intend to retain our earnings, if any, to finance the growth and development of our operations and do not presently anticipate paying any dividends or distributions in the foreseeable future. Our board of directors may, however, declare from time to time such cash dividends or distributions out of the monies legally available for dividends or distributions as the board of directors considers advisable. Any future determination to pay dividends or make distributions will be at the discretion of the board of directors and will depend on our capital requirements, results of operations and such other factors as the board of directors considers relevant.

DESCRIPTION OF COMMON SHARES

Our authorized share capital consists of an unlimited number of Common Shares. As at the date of this Prospectus, 98,995,048 Common Shares are issued and outstanding.

The holders of Common Shares are entitled to notice of, and to vote at, all meetings of shareholders and are entitled to one vote per Common Share. Subject to the prior rights of the holders of the Preferred Shares and any other shares ranking senior to the Common Shares with respect to priority in the payment of dividends, holders of Common Shares are entitled to receive, if, as and when declared by the Company's board of directors (the " Board "), such dividends as may be declared thereon by the Board from time to time. In the event of the liquidation, dissolution or winding up of the Company, or any other distribution of assets among its shareholders for the purpose of winding up its affairs, holders of Common Shares will, subject to the prior right of the holders of the Preferred Shares and any other shares ranking senior to the Common Shares with respect to priority in the distribution of assets upon liquidation, dissolution, winding-up or any other distribution of assets for the purpose of winding-up or a reduction of capital, be entitled to share pro rata in the distribution of the property and assets of the Company. The Common Shares do not carry any pre-emptive rights, conversion or exchange rights, or any redemption, retraction, purchase for cancellation or surrender rights, nor do they contain any sinking or purchase fund provisions, provisions permitting or restricting the issuance of additional securities, or provisions requiring a shareholder to contribute additional capital.

DESCRIPTION OF PREFERRED SHARES

Our authorized share capital consists of an unlimited number of Preferred Shares. As at the date of this Prospectus, no Preferred Shares are issued and outstanding.

The Preferred Shares may at any time and from time to time be issued in one or more series, each series to consist of such number of Preferred Shares as may be determined by the directors of the Company. The directors may, by resolution before the issue of Preferred Shares, fix or change the number of shares in, and to determine or alter the designation and special rights and restrictions attaching to the Preferred Shares of each series including, without limitation, any right to receive dividends and any voting rights.

No special rights or restrictions attached to a series of Preferred Shares will confer on the series priority over another series of Preferred Shares then outstanding respecting (i) dividends, or (ii) a return of capital on winding up or on the occurrence of another event that would result in the holders of all series of Preferred Shares being entitled to a return of capital.

In the event of liquidation, dissolution or winding up of the Company, or any distribution of its assets for the purpose of winding-up its affairs, after the payment of dividends declared but unpaid, the holders of the Preferred Shares will be entitled pari passu to be paid such amount as the special rights and restrictions attached to such shares provides, or in the absence of any express provision, the amount of capital paid up in respect thereof per share held by the out of the assets of the Company in preference to any payment of any capital asset or monies among the holders of any Common Shares or any another shares ranking junior to the Preferred Shares in respect of priority on the distribution of assets upon liquidation, dissolution or winding up of the Company.

DESCRIPTION OF DEBT SECURITIES

The Company may issue Debt Securities and the following sets forth certain general terms and provisions of Debt Securities. The particular terms and provisions of Debt Securities offered by a Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Debt Securities, will be described in such Prospectus Supplement.

The Debt Securities will be issued in series under one or more trust indentures to be entered into between the Company and a financial institution to which the Trust and Loan Companies Act (Canada) applies or a financial institution organized under the laws of any province of Canada and authorized to carry on business as a trustee. Each such trust indenture, as supplemented or amended from time to time, will set out the terms of the applicable series of Debt Securities. The statements in this Prospectus relating to any trust indenture and the Debt Securities to be issued under it are summaries of anticipated provisions of an applicable trust indenture and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of such trust indenture, as applicable.

Each trust indenture may provide that Debt Securities may be issued thereunder up to the aggregate principal amount which may be authorized from time to time by the Company. Any Prospectus Supplement for Debt Securities will contain the terms and other information with respect to the Debt Securities being offered, including (i) the designation, aggregate principal amount and authorized denominations of such Debt Securities, (ii) the currency for which the Debt Securities may be purchased and the currency in which the principal and any interest is payable (in either case, if other than Canadian dollars), (iii) the percentage of the principal amount at which such Debt Securities will be issued, (iv) the date or dates on which such Debt Securities will mature, (v) the rate or rates at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any), (vi) whether such Debt Securities are to be issued in registered form, “book entry only” form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof, (vii) the dates on which any such interest will be payable and the record dates for such payments, (viii) any redemption term or terms under which such Debt Securities may be defeased, (ix) any exchange or conversion terms, and (x) any other specific terms.

Each series of Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.

The Debt Securities will be direct obligations of the Company. The Debt Securities will be senior or subordinated indebtedness of the Company as described in the relevant Prospectus Supplement.

DESCRIPTION OF WARRANTS

The Company may issue Warrants to purchase Common Shares, Preferred Shares or Debt Securities. This section describes the general terms that will apply to any Warrants issued pursuant to this Prospectus.

Warrants may be offered separately or together with other Securities and may be attached to or separate from any other Securities. Unless the applicable Prospectus Supplement otherwise indicates, each series of Warrants will be issued under a separate warrant indenture to be entered into between us and one or more banks or trust companies acting as Warrant agent. The Warrant agent will act solely as our agent and will not assume a relationship of agency with any holders of Warrant certificates or beneficial owners of Warrants. The applicable Prospectus Supplement will include details of the warrant indentures, if any, governing the Warrants being offered. The specific terms of the Warrants, and the extent to which the general terms described in this section apply to those Warrants, will be set out in the applicable Prospectus Supplement.

Notwithstanding the foregoing, we will not offer Warrants for sale separately to any member of the public in Canada unless an Offering is in connection with and forms part of the consideration for an acquisition or merger transaction or unless the Prospectus Supplement containing the specific terms of the Warrants to be offered separately is first approved for filing by the Commissions in each of the provinces of Canada where the Warrants will be offered for sale.

The Prospectus Supplement relating to any Warrants that we offer will describe the Warrants and the specific terms relating to an Offering. The description will include, where applicable:

the designation and aggregate number of Warrants;
the price at which the Warrants will be offered;
the currency or currencies in which the Warrants will be offered;
the date on which the right to exercise the Warrants will commence and the date on which the right will expire;
the designation, number and terms of the Common Shares, Preferred Shares or Debt Securities, as applicable, that may be purchased upon exercise of the Warrants, and the procedures that will result in the adjustment of those numbers;
the exercise price of the Warrants;
the designation and terms of the Securities, if any, with which the Warrants will be offered, and the number of Warrants that will be offered with each Security;
if the Warrants are issued as a Unit with another Security, the date, if any, on and after which the Warrants and the other Security will be separately transferable;
any minimum or maximum amount of Warrants that may be exercised at any one time;
any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;
whether the Warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions;
material Canadian federal income tax consequences of owning the Warrants; and
any other material terms or conditions of the Warrants.

Warrant certificates will be exchangeable for new Warrant certificates of different denominations at the office indicated in the Prospectus Supplement. Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the Securities subject to the Warrants. We may amend the warrant indenture(s) and the Warrants, without the consent of the holders of the Warrants, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision or in any other manner that will not prejudice the rights of the holders of outstanding Warrants, as a group.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

The Company may issue Subscription Receipts, separately or together, with Common Shares, Preferred Shares, Debt Securities or Warrants, as the case may be. The Subscription Receipts will be issued under a subscription receipt agreement. This section describes the general terms that will apply to any Subscription Receipts that we may offer pursuant to this Prospectus.

The applicable Prospectus Supplement will include details of the subscription receipt agreement covering the Subscription Receipts being offered. We will file a copy of the subscription receipt agreement relating to an Offering with securities regulatory authorities in Canada after we have entered into it. The specific terms of the Subscription Receipts, and the extent to which the general terms described in this section apply to those Subscription Receipts, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

the number of Subscription Receipts;
the price at which the Subscription Receipts will be offered and whether the price is payable in instalments;
conditions to the exchange of Subscription Receipts into Common Shares, Preferred Shares, Debt Securities or Warrants, as the case may be, and the consequences of such conditions not being satisfied;
the procedures for the exchange of the Subscription Receipts into Common Shares, Preferred Shares, Debt Securities or Warrants;
the number of Common Shares or Warrants that may be exchanged upon exercise of each Subscription Receipt;
the aggregate principal amount, currency or currencies, denominations and terms of the series of Debt Securities that may be exchanged upon exercise of the Subscription Receipts;
the designation and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Security;
the dates or periods during which the Subscription Receipts may be exchanged into Common Shares, Preferred Shares, Debt Securities or Warrants;
terms applicable to the gross or net proceeds from the sale of the Subscription Receipts plus any interest earned thereon;
material Canadian federal income tax consequences of owning the Subscription Receipts;
any other rights, privileges, restrictions and conditions attaching to the Subscription Receipts; and
any other material terms and conditions of the Subscription Receipts.

Subscription Receipt certificates will be exchangeable for new Subscription Receipt certificates of different denominations at the office indicated in the Prospectus Supplement. Prior to the exchange of their Subscription Receipts, holders of Subscription Receipts will not have any of the rights of holders of the Securities subject to the Subscription Receipts.

Under the subscription receipt agreement, a Canadian purchaser of Subscription Receipts will have a contractual right of rescission following the issuance of Common Shares, Preferred Shares, Debt Securities or Warrants, as the case may be, to such purchaser, entitling the purchaser to receive the amount paid for the Subscription Receipts upon surrender of the Common Shares, Preferred Shares, Debt Securities or Warrants, as the case may be, if this Prospectus, the applicable Prospectus Supplement, and any amendment thereto, contains a misrepresentation, provided such remedy for rescission is exercised within 180 days of the date the Subscription Receipts are issued. This right of rescission does not extend to holders of Subscription Receipts who acquire such Subscription Receipts from an initial purchaser, on the open market or otherwise, or to initial purchasers who acquire Subscription Receipts in the United States or other jurisdictions outside Canada.

Such subscription receipt agreement will also specify that we may amend any subscription receipt agreement and the Subscription Receipts, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision or in any other manner that will not materially and adversely affect the interests of the holder.

DESCRIPTION OF UNITS

The Company may issue Units comprised of one or more of the other Securities described in this Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each of the Securities included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. The unit agreement, if any, under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date. The particular terms and provisions of Units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed in respect of such Units.

DESCRIPTION OF SHARE PURCHASE CONTRACTS

The Company may issue share purchase contracts, representing contracts obligating holders to purchase from or sell to the Company, and obligating the Company to purchase from or sell to the holders, a specified number of Common Shares or Preferred Shares at a future date or dates, and including by way of instalment.

The price per Common Share or Preferred Share and the number of Common Shares or Preferred Shares may be fixed at the time the share purchase contracts are issued or may be determined by reference to a specific formula or method set forth in the share purchase contracts. The Company may issue share purchase contracts in accordance with applicable laws and in such amounts and in as many distinct series as it may determine.

The share purchase contracts may be issued separately or as part of units consisting of a share purchase contract and beneficial interests in debt securities, or debt obligations of third parties, including U.S. treasury securities or obligations of our subsidiaries, securing the holders’ obligations to purchase the Common Shares or Preferred Shares under the share purchase contracts, which we refer to in this prospectus as share purchase units. The share purchase contracts may require the Company to make periodic payments to the holders of the share purchase units or vice versa, and these payments may be unsecured or refunded and may be paid on a current or on a deferred basis. The share purchase contracts may require holders to secure their obligations under those contracts in a specified manner.

Holders of share purchase contracts are not shareholders of Newcore. The particular terms and provisions of share purchase contracts offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the Prospectus Supplement filed in respect of such share purchase contracts. This description will include, where applicable: (i) whether the share purchase contracts obligate the holder to purchase or sell, or both purchase and sell, Common Shares or Preferred Shares and the nature and amount of each of those securities, or the method of determining those amounts; (ii) whether the share purchase contracts are to be prepaid or not or paid in instalments; (iii) any conditions upon which the purchase or sale will be contingent and the consequences if such conditions are not satisfied; (iv) whether the share purchase contracts are to be settled by delivery, or by reference or linkage to the value or performance of Common Shares or Preferred Shares; (v) any acceleration, cancellation, termination or other provisions relating to the settlement of the share purchase contracts; (vi) the date or dates on which the sale or purchase must be made, if any; (vii) whether the share purchase contracts will be issued in fully registered or global form; (viii) the material income tax consequences of owning, holding and disposing of the share purchase contracts; and (ix) any other material terms and conditions of the share purchase contracts including, without limitation, transferability and adjustment terms and whether the share purchase contracts will be listed on a stock exchange.

DENOMINATIONS, REGISTRATION AND TRANSFER

The Securities will be issued in fully registered form without coupons attached in either global or definitive form and in denominations and integral multiples as set out in the applicable Prospectus Supplement (unless otherwise provided with respect to a particular series of debt Securities pursuant to the provisions of the applicable indenture). Other than in the case of book-entry only Securities, securities may be presented for registration of transfer (with the form of transfer endorsed thereon duly executed) in the city specified for such purpose at the office of the registrar or transfer agent designated by the Company for such purpose with respect to any issue of Securities referred to in the Prospectus Supplement. No service charge will be made for any transfer, conversion or exchange of the securities, but we may require payment of a sum to cover any transfer tax or other governmental charge payable in connection therewith. Such transfer, conversion or exchange

will be effected upon such registrar or transfer agent being satisfied with the documents of title and the identity of the person making the request. If a Prospectus Supplement refers to any registrar or transfer agent designated by the Company with respect to any issue of Securities, we may at any time rescind the designation of any such registrar or transfer agent and appoint another in its place or approve any change in the location through which such registrar or transfer agent acts.

In the case of book-entry only Securities, a global certificate or certificates representing the Securities will be held by a designated depository for its participants. The Securities must be purchased or transferred through such participants, which includes securities brokers and dealers, banks and trust companies. The depository will establish and maintain book-entry accounts for its participants acting on behalf of holders of the Securities. The interests of such holders of Securities will be represented by entries in the records maintained by the participants. Holders of Securities issued in book-entry only form will not be entitled to receive a certificate or other instrument evidencing their ownership thereof, except in limited circumstances. Each holder will receive a customer confirmation of purchase from the participants from which the Securities are purchased in accordance with the practices and procedures of that participant.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

Owning or holding any of the Company’s securities may subject holders to tax consequences in Canada and elsewhere.

Although the applicable Prospectus Supplement may describe certain Canadian federal income tax consequences of the acquisition, ownership and disposition of any Securities offered under this Prospectus by an initial investor, the Prospectus Supplement may not describe these tax consequences fully. Each investor should consult their own tax advisor with respect to such investor’s particular circumstances.

AUDITOR, TRANSFER AGENT AND REGISTRAR

Computershare Investor Services Inc. at its Vancouver office located at 510 Burrard Street, Vancouver, BC, V6C 3B9, is the transfer agent and registrar for the Common Shares.

The current auditor of the Company is PricewaterhouseCoopers LLP, with offices at 1400 – 250 Howe Street, Vancouver, BC, V6C 3S7.

INTEREST OF EXPERTS

Information of a scientific or technical nature regarding Enchi included in this Prospectus or incorporated by reference herein is based upon the amended and restated technical report titled “ Enchi Gold Project, Resources Update, Enchi, Ghana” dated as of October 28, 2020 and effective as of October 21, 2020 (the “ Technical Report ”), prepared by Todd McCracken, P. Geo. of WSP Canada Inc. and Gregory Smith, P.Geo., Vice President of Exploration of the Company. The scientific and technical information contained or incorporated by reference in this Prospectus (other than the disclosure that is based on the Technical Report) was prepared by or under the supervision of Mr. Smith.

No registered or beneficial interests, direct or indirect, in any securities or other property of the Company or of one of the associates or affiliates of the Company (a) are held by Todd McCracken or WSP Canada Inc. when the Technical Report was prepared; (b) were received by Todd McCracken or WSP Canada Inc. after the time the Technical Report was prepared; or (c) are to be received by Todd McCracken or WSP Canada Inc.

Mr. Smith is the Vice President of Exploration of the Company and, as of the date hereof, he owns 250,000 Common Shares of the Company and convertible securities pursuant to which he may acquire up to an additional 700,000 Common Shares.

The independent auditor of the Company, PricewaterhouseCoopers LLP, Chartered Professional Accountants has informed the Company that it is independent with respect to the Company in accordance with the Chartered Professional Accountants of British Columbia Code of Professional Conduct

LEGAL MATTERS

Unless otherwise specified in an applicable Prospectus Supplement, certain legal matters in connection with the Securities offered hereby will be passed upon on behalf of the Company by DuMoulin Black LLP.

EXEMPTIONS

Pursuant to a decision of the Autorité des Marchés Financiers, the securities regulatory authority in the Province of Québec, dated February 24, 2021, the Company was granted relief from the requirement that this Prospectus and all documents incorporated by reference herein, as well as any Prospectus Supplement that relates to any future “at-the- market” distribution, must be in both the French and English languages. The Company is not required to file French versions of this Prospectus, the documents incorporated by reference herein or any Prospectus Supplement relating to an “at-the-market” distribution. This exemption was granted on the condition that this Prospectus, together with any Prospectus Supplement, and any documents incorporated by reference in the Prospectus or any Prospectus Supplement, be translated into French if the Company offers securities to Québec purchasers in connection with an offering other than in relation to an “at-themarket” distribution.

PURCHASERS’ STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may only be exercised within two business days after receipt or deemed receipt of a prospectus, the accompanying prospectus supplement relating to securities purchased by a purchaser and any amendment thereto, irrespective of the determination at a later date of the purchase price of the securities distributed.

In certain of the provinces, the securities legislation further provides a purchaser with the right to withdraw from an agreement to purchase securities and with remedies for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, the accompanying prospectus supplement relating to securities purchased by a purchaser and any amendment thereto, are not sent or delivered to the purchaser. However, purchasers of securities distributed under an “atthe-market-distribution” by an issuer do not have the right to withdraw from an agreement to purchase securities and do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of the prospectus, prospectus supplement relating to securities purchased by a purchaser and any amendment thereto, as permitted under Part 9 of NI 44-102.

Securities legislation in some provinces of Canada further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus, the accompanying prospectus supplement relating to securities purchased by a purchaser and any amendment thereto contains a misrepresentation. The remedies must be exercised by the purchaser within the time limit prescribed by securities legislation. Any remedies under securities legislation that a purchaser of securities distributed under an “at-the-market distribution” by an issuer may have against such issuer or its agents for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, the accompanying prospectus supplement relating to securities purchased by a purchaser and any amendment thereto contain a misrepresentation will remain unaffected by the non-delivery of the prospectus referred to above.

The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

Original purchasers of Warrants (if offered separately), Debt Securities and Subscription Receipts, other than original purchasers who acquire Warrants, Subscription Receipts or Debt Securities in the United States, will have a contractual right of rescission against the Company in respect of the conversion, exchange or exercise of such Warrant, Debt Security and Subscription Receipt, as the case may be. The contractual right of rescission will entitle such original purchasers to receive, in addition to the amount paid on original purchase of the Warrant, Subscription Receipt or Debt Security, as the case may be, the amount paid upon conversion, exchange or exercise upon surrender of the underlying securities gained thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the convertible, exchangeable or exercisable security under this Prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 131 of the Securities Act (British Columbia) or otherwise at law.

In an offering of convertible, exchangeable or exercisable securities, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the Prospectus is limited, in certain provincial securities legislation, to the price at which the convertible, exchangeable or exercisable security is offered to the public under the Prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces and territories. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal adviser.

CERTIFICATE OF NEWCORE GOLD LTD.

February 24, 2021

This short form prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of a particular distribution of securities under the prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement as required by the securities legislation of each of the provinces and territories of Canada.

Signed “Luke Alexander” President, Chief Executive Officer and Director

Signed “Danny Lee” Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

Signed “Douglas B. Forster” Secretary and Director

Signed “Edward Farrauto” D irector

C - 1

AI assistant

Newcore Gold — Capital/Financing Update 2021

46558_rns_2021-02-24_c82fc69f-71fd-4c72-9541-a4bac36d6c08.pdf

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

NEW ISSUE

NEWCORE GOLD LTD.

TABLE OF CONTENTS

Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

CAUTIONARY NOTE TO UNITED STATES INVESTORS

DOCUMENTS INCORPORATED BY REFERENCE

BUSINESS OF THE COMPANY

RISK FACTORS

Risks Related to the Business

COVID-19 Public Health Crisis

Risks Related to the Common Shares and to an Offering

Use of Proceeds of an Offering

Historical Negative Cash Flow from Operations

Future Financings May Cause Dilution

Forward-Looking Statements May Prove Inaccurate

Current Global Financial Condition

Market Price of Common Shares

USE OF PROCEEDS

EARNINGS COVERAGE RATIO

CONSOLIDATED CAPITALIZATION

PLAN OF DISTRIBUTION

PRIOR SALES

PRICE RANGE AND TRADING VOLUME

DIVIDEND POLICY

DESCRIPTION OF COMMON SHARES

DESCRIPTION OF PREFERRED SHARES

DESCRIPTION OF DEBT SECURITIES

DESCRIPTION OF WARRANTS

DESCRIPTION OF SUBSCRIPTION RECEIPTS

DESCRIPTION OF UNITS

DESCRIPTION OF SHARE PURCHASE CONTRACTS

DENOMINATIONS, REGISTRATION AND TRANSFER

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

AUDITOR, TRANSFER AGENT AND REGISTRAR

INTEREST OF EXPERTS

LEGAL MATTERS

EXEMPTIONS

PURCHASERS’ STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION

CERTIFICATE OF NEWCORE GOLD LTD.

ON BEHALF OF THE BOARD OF DIRECTORS

More from Newcore Gold

Newcore Gold Capital/Financing Update 2021