Newcore Gold — Capital/Financing Update 2021

Jul 23, 2021

TERM SHEET

NEWCORE GOLD LTD.

Public Offering of Common Shares

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July 22, 2021

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces Canada. Copies of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed may be obtained by contacting Cormark Securities Inc., who will arrange to send them if you request it by contacting: Cormark Securities Inc. Royal Bank Plaza, North Tower, Suite 1800, Bay Street, Toronto, Ontario M5J 2J2.

This document does not provide full disclosure of all material facts relating to the Shares. Investors should read the final base shelf prospectus, any amendment and any applicable prospectus supplement, for disclosure of those facts, especially risk factors relating to the Shares, before making an investment decision.

All amounts in C$ unless otherwise stated.

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Issuer:Newcore Gold Ltd. (tOffering:Treasury offering of(the “Offering”).Offering Price:$0.60 per Share (the “Size of Offering:$10,000,200 in aggreOver-Allotment Option:The Company has grOption”) exercisable30thday following thenumber of additional15% of the number ofmarket stabilization pUse of Proceeds:The net proceeds of thactivities at the Enchipurposes.Form of Offering:“Bought-deal” publiCompany’s short for	he “Company”).16,667,000 commo Offering Price”).gate.anted to the Under, in whole or in paClosing Date (as dShares of the ComShares of the Comurposes and to cove Offering will be uGold Project and fc offering by wam base shelf prospe	n wreppesoyc	shares (the “Sharesriters an option (thet until 11:59 p.m. Tfined hereinafter) toany at the Offeringany issued pursuantr over-allotments, ifed to fund exploratior general and corporof a prospectustus dated March 9,	”) of the Company“Over-Allotmentoronto time on thepurchase up to suchPrice, as is equal toto the Offering, forany.n and developmentate working capitalsupplement to the2021, to be filed in
each of the provinces of Canada, excluding Québec. The Shares will be offeredand sold in the “United States” and to, or for the account or benefit of, “U.S.persons” (as such terms are defined in Regulation S under the United StatedSecurities Act of 1933, (the “U.S. Securities Act”) pursuant to an exemption fromthe registration requirements of the U.S. Securities Act to “qualified institutionalbuyers” as defined in Rule 144A under the U.S. Securities Act and to “accreditedinvestors” as defined in Rule 506 of Regulation D under the U.S. Securities Act.The Shares may also be offered in such other jurisdictions outside of Canada andthe United States, in each case in accordance with all applicable laws providedthat no prospectus, registration statement or similar document is required to be

filed in such jurisdiction and that the Company will not be or become subject to any continuous disclosure obligations in such jurisdiction

Underwriting Agreement: The Company and the Underwriters will enter into a definitive underwriting agreement which agreement will contain “material change out”, “disaster and regulatory out”, and “breach out” clauses running to the closing of the Offering. Listing: It is a condition of closing that the Shares will be listed on the TSX Venture Exchange (the “ TSXV ”). The existing common shares of the Company are currently listed on the TSXV under the symbol “NCAU”. Closing: August 4, 2021 or such other date as the Cormark Securities Inc. and the Company may agree (the “ Closing Date ”).

President’s List: The Company may issue Shares to purchasers on a president’s list on the same terms and conditions as the Offering (the “ President’s List ”).

Commission: Cash commission equal to 6.0% of the gross proceeds of the Offering (including for certainty any proceeds in connection with the exercise of the Over-Allotment Option), other than in respect of any purchasers pursuant to the President’s List on which a 4.0% cash fee shall be payable.

Lead Underwriter:

Cormark Securities Inc.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. Information has been incorporated by reference in the short form prospectus from documents filed with securities commissions or similar authorities in Canada.

An investment in the Shares is highly speculative due to various factors, including the nature of the Company’s business and should only be made by persons who can afford the total loss of their investment. Prospective investors should consider the risk factors described under “Risk Factors” in the final base shelf prospectus and in the Company’s Annual Information Form for the year ended December 31, 2020 which is available under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com, before purchasing the Shares.