Newcore Gold — Capital/Financing Update 2023

Jun 12, 2023

These securities have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any of the securities laws of any state of the United States, and may not be offered or sold to, or for the account or benefit of, U.S. persons or persons in the United States without registration under the U.S. Securities Act and all applicable securities laws of any state of the United States or in compliance with exemptions therefrom. This Offering Document does not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities to, or for the account or benefit of, U.S. persons or persons in the United States. “United States” and “U.S. person” have the meanings ascribed to them in Regulation S under the U.S. Securities Act.

OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION

June 12, 2023

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NEWCORE GOLD LTD.

1. SUMMARY OF OFFERING

What are we offering?

Offering:	Newcore Gold Ltd. (the “Company” or “Newcore”) is offering 33,333,333 units of the Company (each, a “Unit”) at a price of $0.15 per Unit, for gross proceeds of $5,000,000 (the “Offering”). Each Unit will be comprised of one common share of the Company (each, a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each whole Warrant shall entitle the holder to purchase one Common Share at a price of $0.20 at any time on or before that date which is 12 months after the Closing Date (as defined below).
Offering Price:	$0.15 per Unit.
Offering Amount:	Up to 33,333,333 Units, for gross proceeds of $5,000,000.
Closing Date:	The closing of the Offering may take place in one or more tranches with a final closing expected to occur on or about June 28, 2023 (the “Closing Date”).
Exchange:	The Common Shares are listed for trading on the TSX Venture Exchange (“TSXV”) under the symbol “NCAU” and on the OTCQX (“OTCQX”) under the symbol “NCAUF”. The Warrants will not be listed on any stock exchange.
Last Closing Price:	On June 9, 2023, the closing price of the Common Shares on the TSXV and on the OTCQX was $0.16 and US$0.125, respectively.

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This Offering may not be suitable for you, and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.

The Company is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 - Prospectus Exemptions. In connection with this Offering, the Company represents the following is true:

• The Company has active operations, and its principal asset is not cash, cash equivalents or its exchange listing.

• The Company has filed all periodic and timely disclosure documents that it is required to have filed.

• The total dollar amount of this Offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption in the 12 months immediately before the date of this Offering document, will not exceed $5,000,000.

• The Company will not close this Offering unless the Company reasonably believes that it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution.

• The Company will not allocate the available funds from this Offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the Company seeks security holder approval.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Offering Document contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “ forward-looking statements ”). These statements relate to future events or the Company’s future performance. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this Offering Document. Any statement that involves discussion with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always using phrases such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this Offering Document speak only as of the date of this Offering Document or as of the date specified in such statement. Specifically, this Offering Document includes, but is not limited to, forward-looking statements regarding: the Company’s expectations with respect to the use of proceeds and the use of the available funds following completion of the Offering, the completion of the Offering, if it is to be completed at all; the expected Closing Date; completion of the Company’s business objectives, and the timing, costs, and benefits thereof; development and exploration costs; estimation of mineral resources; statements about the estimate of mineral resources; magnitude or quality of mineral deposits; anticipated advancement of the Enchi Gold Project; anticipated advancement of mineral properties or programs; results of our drill campaign; future exploration prospects; magnitude or quality of mineral deposits; and the future growth potential of the Enchi Gold Project.

Inherent in forward-looking statements are risks, uncertainties and other factors beyond Newcore’s ability to predict or control. These risks, uncertainties and other factors include, but are not limited to: uncertainty in Newcore'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 Newcore's control, and operating or technical difficulties in mineral exploration and development activities; risks associated with permitting and licensing; 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

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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 Newcore on key management personnel and outside parties, including third parties and their performance of obligations under contractual arrangements; volatility in the market price of Newcore’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 Newcore being subject to environmental laws and regulations which may increase costs of doing business and restrict Newcore'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; risks related to officers and directors becoming associated with other natural resource companies which may give rise to conflicts of interests; and risks related to litigation in different legal systems. Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect the forward-looking statements. Actual results and developments are likely to differ, and may differ materially from those expressed or implied by the forward-looking statements contained in this Offering Document. Such statements are based on a number of assumptions, including but not limited to: present and future business strategies; the impact of increasing competition; conditions in general economic and financial markets; the environment in which Newcore will operate in the future, including the price of gold; current technology; cash flow; future exchange rates; timing and amount of capital expenditures; effects of regulation by governmental agencies; future operating costs; and Newcore's ability to obtain financing on acceptable terms.

Forward-looking statements may be affected by known and unknown risks, uncertainties and other factors including without limitation, those referred to in this Offering Document that may cause Newcore’s actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise any forward-looking statements, whether as a result of new information or future events or otherwise, except as may be required by law. If Newcore does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

All references in this Offering Document to “dollars” or “$” are to Canadian dollars, unless otherwise stated.

2. SUMMARY DESCRIPTION OF BUSINESS

What is our business?

The Company engages principally in the advancement and development of its 100% owned Enchi Gold Project (“ Enchi ”, “ Enchi Gold Project ”, or the “ Project ”) in southwest 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 Asante Gold Corporation) located 50 km north of Enchi. Enchi includes seven prospecting licenses comprising a total 216 km[2] land package.

Recent Developments

The key recent developments in our business are as follows:

• March 7, 2023: Newcore announced an updated, pit constrained, Mineral Resource Estimate for the Enchi Gold Project. The resource has an effective date of January 25, 2023, is reported using a constraining resource pit at a gold price of US$1,650 per ounce, and consists of (i) an Indicated Mineral Resource of 743,500 ounces of gold at an average grade of 0.55 g/t Au and totalling 41,736,000 tonnes; (ii) an Inferred Mineral Resource of 972,000

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ounces of gold at an average grade of 0.65 g/t Au and totalling 46,556,000 tonnes; and which is inclusive of (iii) an Underground Inferred Mineral Resource of 135,900 ounces gold at 2.42 g/t Au.

• December 15, 2022: the Company announced an on-going drilling program targeting high-grade gold mineralization, as well as trenching results from a series of early-stage anomalies that continue to advance additional drill targets for further discovery across the Project. The Company also announced that further metallurgical testwork was underway along with work on an updated environmental and social baseline study.

• October 12, 2022: the Company announced positive results from three additional column tests completed as part of the ongoing metallurgical program at Enchi. An average gold recovery of 92.4% was achieved from column testwork completed on two composite samples from Sewum and one composite sample from Boin, with a recovery range of 89.0% to 98.6%.

• September 8, 2022: the Company announced the start of a next phase drill program at Enchi.

• July 27, 2022: the Company announced completion of the 90,000 metre drill program at Enchi. The largest drill program to ever be completed at Enchi was successful in highlighting the district scale potential across the 216 km[2] property and the strong potential to delineate additional resources at Enchi. Newcore’s multi-pronged exploration approached delivered on its goals:

• i Successfully outlined the potential resource growth along strike at all deposits (Sewum, Boin, Nyam, Kwakyekrom);

• ii Encountered strong results at previously drilled zones outside of the resource area (Kojina Hill, Eradi);

• iii Intersected high-grade gold at depth, outlining the potential to delineate underground resources; and

• iv Identified new discoveries from successful first pass drilling on early-stage targets (Sewum South, Tokosea, Sewum Ext. Parallel Structure)

Material Facts

There are no material facts about the securities being distributed hereunder that have not been disclosed either in this Offering Document or in another document filed by the Company over the 12 months preceding the date of this Offering Document.

What are the business objectives that we expect to accomplish using the available funds?

The Company intends to use the proceeds raised from the Offering for exploration and development of Newcore’s Enchi Gold Project in Ghana and for general corporate and working capital purposes. The Company expects to complete additional drilling, metallurgical testwork and continue exploration of Enchi with the funds available to the Company upon closing of the Offering.

3. USE OF AVAILABLE FUNDS

What will our available funds be upon the closing of the Offering?

Based on the Company’s existing working capital of approximately $1,100,000, the expected total available funds to Newcore following completion of the Offering is estimated to be approximately $6,010,000.

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		Assuming 100% of the Offering
A	Amount to be raised by the Offering	$5,000,000
B	Selling commissions and fees	$50,000
C	Estimated Offering costs (e.g. legal, accounting, audit)	$40,000
D	Net proceeds of Offering: D = A – (B + C)	$4,910,000
E	Working capital as at most recent month end (deficiency)	$1,100,000
F	Additional sources of funding	$0
G	Total Available Funds: G = D + E + F	$6,010,000

How will we use the available funds?

Description of intended use of available funds listed in order of priority	Assuming 100% of the Offering
Exploration and Development - Enchi	$4,000,000
Corporate General and Administrative	$1,600,000
Unallocated Working Capital	$410,000
Total: Equal to “G” Total Available Funds	$6,010,000

The above-mentioned allocation and anticipated timing represents the Company’s current intentions with respect to its use of proceeds based on current knowledge, planning and expectations of management of the Company. Although the Company intends to expend the proceeds from this Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Company’s ability to execute on its business plan and financing objectives. The Company has generated negative cash flows from operating activities since inception and anticipates that it will continue to have negative operating cash flow until profitable commercial production at its Enchi property is achieved. As a result, certain of the net proceeds from this Offering may be used to fund such negative cash flow from operating activities in future periods. See the “ Cautionary Note Regarding Forward-Looking Statements ” section above.

How have we used the other funds we have raised in the past 12 months?

On July 12, 2022, the Company completed a “bought deal” public offering of common shares of the Company for aggregate gross proceeds of $5,010,000.

July 2022 Public Offering of Common Shares	Intended Use of Funds	Actual Use of Funds	Amount of Variance	Explanation and Impact of Variance on Business Objectives and Milestones
Exploration and Development - Enchi	$4,583,590	$3,295,503	$1,288,087	Expenditures for exploration and development of the Enchi Gold Project were lower as a result of fewer metres drilled than as contemplated in the drill
General Working Capital Purposes	$1,299,000	$1,888,077	($589,077)

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July 2022 Public Offering of Common Shares	Intended Use of Funds	Actual Use of Funds	Amount of Variance	Explanation and Impact of Variance on Business Objectives and Milestones
Total	$5,882,590	$5,183,580	$699,010	program originally planned. There was a shortfall in general working capital due to the incurrence of higher expenditures than anticipated. The difference between the gross proceeds of the “bought deal” public offering of $5,010,000 and the actual use of funds of $5,183,580 was made up by cash-on-hand held by the Company (current cash-on-hand held by the Company is primarily held in a GIC, in the amount of $875,000). According there was no adverse impact as a result of the variances.

4. FEES AND COMMISSIONS

Who are the dealers or finders that we have engaged in connection with this Offering, if any, and what are their fees?

Newcore has not engaged any dealers or finders in connection with this Offering. The Company may compensate certain finders in respect of investors introduced by the finder with a cash commission of up to 5% of the aggregate gross proceeds raised from the Offering.

5. PURCHASERS’ RIGHTS

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this Offering Document, you have a right:

• (a) to rescind your purchase of these securities with the Company; or

• (b) to damages against the Company and may, in certain jurisdictions, have a statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal advisor.

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6. ADDITIONAL INFORMATION

Where can you find more information about us?

You can access the Company’s continuous disclosure under its profile on SEDAR at www.sedar.com and at the Company’s website at newcoregold.com.

Mr. Gregory Smith, P. Geo, Vice President of Exploration is the Company’s designated Qualified Person for this Offering Document within the meaning of National Instrument 43-101 Standards of Disclosure for Mineral Projects and has reviewed and approved its scientific and technical content.

Investors should read this Offering Document and consult their own professional advisors to assess the income tax, legal, risk factors and other aspects of their investment in Units.

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CERTIFICATE OF THE COMPANY

June 12, 2023

This Offering Document, together with any document filed under Canadian securities legislation on or after June 12, 2022, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.

“Luke Alexander” “Danny Lee” Luke Alexander Danny Lee President & CEO Chief Financial Officer

APPENDIX A

ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

Each purchaser of the Units (the “ Investor ”) makes, and is deemed to make, the following acknowledgements, covenants, representations and warranties to the Company, as at the date hereof, and as of the Closing Date:

• (a) the Investor acknowledges that this Offering is a private placement and accordingly is exempt from the prospectus filing requirements of applicable securities laws. The Investor has received a copy of the Offering Document, has had an opportunity to read it and understands that it does not contain all the information about Newcore that would be contained in a prospectus;

• (b) the Investor confirms that it (i) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Units (including the potential loss of his, her or its entire investment); (ii) is aware of the characteristics of the Units (and the underlying securities) and understands the risks relating to an investment therein; and (iii) is able to bear the economic risk of loss of its investment in the Units and understands that it may lose its entire investment in the Units;

• (c) the Investor is resident in the jurisdiction disclosed to the Company and the Investor was solicited to purchase only in such jurisdiction;

• (d) the subscription for the Units by the Investor does not contravene any of the applicable securities legislation in the jurisdiction in which the Investor resides and does not give rise to any obligation of the Company to: (i) prepare and file a prospectus or similar document or to register the Units (or underlying securities) or to be registered with or to file any report or notice with any governmental or regulatory authority; or (ii) be subject to any ongoing disclosure requirements under the securities legislation of such jurisdiction;

• (e) the Investor has not received, nor has the Investor requested, nor does the Investor have any need to receive, any prospectus, sales or advertising literature, offering memorandum or any other document (other than an annual or interim report, financial statements or any other document, other than an offering memorandum, the content of which is prescribed by statute or regulation) describing or purporting to describe the business and affairs of the Company which has been prepared for delivery to, and review by, prospective purchasers in order to assist them in making an investment decision in respect of the purchase of the Units pursuant to the Offering;

• (f) the Investor has relied only upon publicly available information relating to the Company and not upon any verbal or written representation as to fact, and the Investor acknowledges that the Company has not made any written representations, warranties or covenants in respect of such publicly available information except as set forth in this Offering Document. Without limiting the generality of the foregoing, except as may be provided herein, no person has made any written or oral representation to the Investor that any person will re- sell or re-purchase the Units or refund any of the purchase price of the Units, or that the Units will be listed on any exchange or quoted on any quotation and trade reporting system, or that application has been or will be made to list any such security on any exchange or quote the security on any quotation and trade reporting system, and no person has given any undertaking to the Investor relating to the future value or price of the Units;

• (g) legal counsel retained by the Company is acting as counsel to the Company and not as counsel to the Investor and the Investor may not rely upon such counsel. The Investor should obtain independent legal and tax advice as it considers appropriate in connection with the performance of this Offering Document and the transactions contemplated under this Offering Document, and that the Investor is not relying on legal or tax advice provided by the Company or its counsel;

• (h) the Investor acknowledges that:

• i. no securities commission or similar regulatory authority has reviewed or passed on the merits of the Offering;

• ii. there is no government or other insurance covering the Offering;

• iii. there are risks associated with the purchase of the Offering;

• (i) the Company has advised the Investor that the Company is relying on an exemption from the requirements to provide the Investor with a prospectus and to sell the Units through a person or company registered to sell securities under applicable securities laws and, as a consequence of acquiring the Units pursuant to this exemption, certain protections, rights and remedies provided by the applicable securities laws, including statutory rights of rescission or damages, will not be available to the Investor and the Investor may not receive information that would otherwise be required to be given; and

• (j) the Investor either (A) is not an “insider” of the Company or a “registrant” (each as defined under applicable securities laws of British Columbia) or (B) has identified itself to the Company as either an “insider” or a “registrant” (each as defined under applicable securities laws of British Columbia)

• (k) if the Investor is:

• i. a corporation, the Investor is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to subscribe for the Units pursuant to the terms set out in this Offering Document;

• ii. a partnership, syndicate or other form of unincorporated organization, the Investor has the necessary legal capacity and authority to subscribe for the Units pursuant to the terms set out in this Offering Document and has obtained all necessary approvals in respect thereof; or

• iii. an individual, the Investor is of the full age of majority and is legally competent to subscribe for the Units pursuant to the terms set out in this Offering Document;

• (l) the subscription for the Units and the completion of the transactions described herein by the Investor will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, bylaws or resolutions of the Investor if the Investor is not an individual, the applicable securities laws or any other laws applicable to the Investor, any agreement to which the Investor is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Investor;

• (m) the Investor is not purchasing the Units with knowledge of any material fact or material change about the Company that has not been generally disclosed and the decision of the Investor, to acquire Units has not been made as a result of any oral or written representation as to fact or otherwise made by, or on behalf of, the Company or any other person and is based entirely upon the Offering Document;

• (n) the funds representing the aggregate subscription funds which will be advanced by the Investor to the Company hereunder, as applicable, will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) or for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, as may be amended from time to time (the “PATRIOT Act”) and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor’s name and other information relating to the Investor’s subscription of the Units, on a confidential basis, pursuant to

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the PCMLTFA and the PATRIOT Act, and that, to the best of its knowledge: (i) none of the subscription funds to be provided by the Investor (A) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States or any other jurisdiction; or (B) are being tendered on behalf of a person who has not been identified to the Investor; and (ii) it will promptly notify the Company if the Investor discovers that any of such representations ceases to be true, and to provide the Company with appropriate information in connection therewith;

• (o) neither the Company, nor any of their respective directors, employees, officers, affiliates or agents has made any written or oral representations to the Investor: (i) that any person will resell or repurchase the Units; (ii) that any person will refund all or any part of the purchase price of the shares acquired by the Investor; or (iii) as to the future price or value of the Units;

• (p) if required by applicable securities laws or the Company, the Investor will execute, deliver and file or assist the Company in filing such reports, undertakings and other documents with respect to the issue and/or sale of the Units as may be required by any securities commission, stock exchange or other regulatory authority;

• (q) the Investor has obtained all necessary consents and authorities to enable it to agree to subscribe for the Units pursuant to the terms set out in this Offering Document and the Investor has otherwise observed all applicable laws, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in any territory in connection with the purchase of the Units and the Investor has not taken any action which will or may result in the Company acting in breach of any regulatory or legal requirements of any territory in connection with the Offering or the Investor’s subscription;

• (r) the Investor is purchasing the Units for investment purposes only and not with a view to resale or distribution; and

• (s) the Investor acknowledges that certain fees and commissions may be payable by the Company in connection with the Offering.

United States Investors – Additional Acknowledgements

• (t) unless the Investor has separately delivered to the Company a United States Subscription Agreement of Accredited Investors (in which case the Investor makes the representations, warranties and covenants set forth therein), the Investor (i) is not a U.S. person, and is not in the United States, its territories or possessions, any State of the United States or the District of Columbia (collectively, the “United States”), (ii) was outside of the United States at the time the buy order for the Units was originated, (iii) is not subscribing for the Units for the account or benefit of a U.S. person or a person in the United States, (iv) is not subscribing for the Units for resale in the United States, and (v) was not offered the Units in the United States; and

• (u) the Investor is aware that the securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and that the Units may not be offered, sold or otherwise disposed of, directly or indirectly, in the United States or to or for the account or benefit of a U.S. person or person in the United States without registration under the U.S. Securities Act and all applicable U.S. state securities laws of any state of the United States, or without compliance with the requirements of an exemption from such registration, and it acknowledges that the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act or any securities laws of any state of the United States in respect of the sale or resale of any of the securities.

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APPENDIX B

INDIRECT COLLECTION OF PERSONAL INFORMATION

By purchasing the Units, the Investor acknowledges that the Company and its agents and advisers may each collect, use and disclose its name and other specified personally identifiable information (including his, her or its name, jurisdiction of residence, address, telephone number, email address and aggregate value of the Units that it has purchased) (the “ Information ”), for purposes of (i) meeting legal, regulatory, stock exchange and audit requirements and as otherwise permitted or required by law or regulation, and (ii) issuing ownership statements issued under a direct registration system or other electronic book-entry system, or certificates that may be issued, as applicable, representing the Units to be issued to the Investor. The Information may also be disclosed by the Company to: (i) stock exchanges, (ii) revenue or taxing authorities and (iii) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering. The Investor is deemed to be consenting to the disclosure of the Information.

By purchasing the Units the Investor acknowledges (A) that Information concerning the Investor will be disclosed to the relevant Canadian securities regulatory authorities and may become available to the public in accordance with the requirements of applicable securities and freedom of information laws and the Investor consents to the disclosure of the Information; (B) the Information is being collected indirectly by the applicable Canadian securities regulatory authorities under the authority granted to them in securities legislation; and (C) the Information is being collected for the purposes of the administration and enforcement of the applicable Canadian securities legislation; and by purchasing the Units, the Investor shall be deemed to have authorized such indirect collection of personal information by the relevant Canadian securities regulatory authorities.

The Investor may contact the following public official in the applicable province with respect to questions about the commission’s indirect collection of such Information at the following address, telephone number and email address (if any):

Alberta Securities Commission

Suite 600, 250 – 5th Street SW Calgary, Alberta T2P 0R4 Telephone: 403-297-6454 Toll free in Canada: 1-877-355-0585 Facsimile: 403-297-2082 Public official contact regarding indirect collection of information: FOIP Coordinator British Columbia Securities Commission P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, British Columbia V7Y 1L2 Inquiries: 604-899-6854 Toll free in Canada: 1-800-373-6393 Facsimile: 604-899-6581 Email: FOI-privacy@bcsc.bc.ca Public official contact regarding indirect collection of information: FOI Inquiries

The Manitoba Securities Commission

500 – 400 St. Mary Avenue Winnipeg, Manitoba R3C 4K5 Telephone: 204-945-2561 Toll free in Manitoba: 1-800-655-5244 Facsimile: 204-945-0330 Public official contact regarding indirect collection of information: Director

Financial and Consumer Services Commission (New Brunswick) 85 Charlotte Street, Suite 300 Saint John, New Brunswick E2L 2J2 Telephone: 506-658-3060 Toll free in Canada: 1-866-933-2222 Facsimile: 506-658-3059 Email: info@fcnb.ca Public official contact regarding indirect collection of information: Chief Executive

Financial and Consumer Services

Commission (New Brunswick)

85 Charlotte Street, Suite 300 Saint John, New Brunswick E2L 2J2 Telephone: 506-658-3060 Toll free in Canada: 1-866-933-2222 Facsimile: 506-658-3059 Email: info@fcnb.ca Public official contact regarding indirect collection of information: Chief Executive Officer and Privacy Officer Government of Newfoundland and Labrador Financial Services Regulation Division

P.O. Box 8700 Confederation Building 2nd Floor, West Block Prince Philip Drive St. John’s, Newfoundland and Labrador A1B 4J6 Attention: Director of Securities Telephone: 709-729-4189 Facsimile: 709-729-6187 Public official contact regarding indirect collection of information: Superintendent of Securities

Nova Scotia Securities Commission Suite 400, 5251 Duke Street Duke Tower P.O. Box 458 Halifax, Nova Scotia B3J 2P8 Telephone: 902-424-7768 Facsimile: 902-424-4625 Public official contact regarding indirect collection of information: Executive Director

Ontario Securities Commission

20 Queen Street West, 22nd Floor Toronto, Ontario M5H 3S8 Telephone: 416-593-8314 Toll free in Canada: 1-877-785-1555 Facsimile: 416-593-8122 Email: exemptmarketfilings@osc.gov.on.ca Public official contact regarding indirect collection of information: Inquiries Officer Prince Edward Island Securities Office 95 Rochford Street, 4th Floor Shaw Building P.O. Box 2000 Charlottetown, Prince Edward Island C1A 7N8 Telephone: 902-368-4569 Facsimile: 902-368-5283 Public official contact regarding indirect collection of information: Superintendent of Securities

Financial and Consumer Affairs Authority of Saskatchewan

Suite 601 - 1919 Saskatchewan Drive Regina, Saskatchewan S4P 4H2 Telephone: 306-787-5842 Facsimile: 306-787-5899 Public official contact regarding indirect collection of information: Director

Autorité des Marchés Financiers

800, Square Victoria, 22e étage C.P. 246, Tour de la Bourse Montréal, Québec H4Z 1G3 Telephone: 514 395-0337 or 1 877 525-0337 Facsimile: 514 864-6381 Public official contact regarding indirect collection of information: Secrétaire générale