Newcore Gold — Capital/Financing Update 2025

Mar 3, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1 Name and Address
Newcore Gold Ltd. ("Newcore" or the "Company")
Suite 1560 – 200 Burrard Street
Vancouver, British Columbia V6C 3L6 Canada

Item 2 Date of Material Change
February 27, 2025

Item 3 News Releases
The Company disseminated a news release on February 27, 2025 through the facilities of GlobeNewswire. The news release was subsequently filed on the Company's SEDAR+ profile.

Item 4 Summary of Material Change
On February 27, 2025, the Company announced the closing of its previously announced brokered private placement financing pursuant to which the Company issued 41,096,000 units of the Company (the "Units") at a price of $0.365 per Unit for gross proceeds of $15,000,040 (the "Offering").

Item 5 Full Description of Material Change
On February 27, 2025, the Company announced the closing of its previously announced Offering pursuant to which the Company issued 41,096,000 Units at a price of $0.365 per Unit for gross proceeds of $15,000,040.

The Company intends to use the net proceeds of the Offering to fund exploration and development activities at the Company's Enchi Gold Project in Ghana, as well as for general corporate and working capital purposes.

The Offering was conducted by Paradigm Capital Inc. as lead agent and sole bookrunner on behalf of a syndicate of agents including Canaccord Genuity Corp., SCP Resource Finance LP, Haywood Securities Inc. and 3L Capital Inc. (collectively, the "Agents"). In connection with the Offering, the Agents received a cash commission of $750,002, equal to 6% of the gross proceeds of the Offering, reduced to 3% for gross proceeds raised from sales to subscribers listed on the president's list.

Each Unit consisted of one common share in the capital 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 Warrant entitles the holder thereof to purchase one Common Share of the Company at an exercise price of $0.50 per Common Share at any time on or before February 27, 2026.

The securities issued under the Offering are subject to a hold period of four months and one day ending June 28, 2025, in accordance with applicable Canadian securities laws.

---

The securities sold in the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or under any applicable securities laws of any state of the United States, and were not offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, a U.S. person or person in the United States, except in certain transactions exempt from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States. This release does not constitute an offer to sell or a solicitation to buy such securities in the United States or to, or for the account or benefit of, a U.S. person. "U.S. person" and "United States" are as defined in Regulation S under the U.S. Securities Act.

Item 6 Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

The following executive officer of the Company is knowledgeable about the material change and this report:

Danny Lee
Chief Financial Officer
(604) 484-4399

Item 9 Date of Report

March 3, 2025

Cautionary Statement on Forward-Looking Information

This material change report includes statements that contain "forward-looking information" within the meaning of the applicable Canadian securities legislation ("forward-looking statements"). 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 material change report. 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. In this material change report, forward-looking statements relate, among other things, to: the use of proceeds from sales from the Offering, statements about the estimation of mineral resources; results of preliminary economic assessments; results of our ongoing drill campaign, magnitude or quality of mineral deposits; anticipated advancement of mineral properties or programs; and future exploration prospects.

These forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business. The

---

assumptions underlying the forward-looking statements are based on information currently available to Newcore. Although the forward-looking statements contained in this material change report are based upon what management of Newcore believes, or believed at the time, to be reasonable assumptions, Newcore cannot provide any assurance that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Forward-looking information also involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Newcore to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, among others: risks related to the speculative nature of Newcore's business; Newcore's formative stage of development; Newcore's financial position; possible variations in mineralization, grade or recovery rates; actual results of current exploration activities; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of gold and other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, unusual or unexpected geological formations); the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties.

Forward-looking statements contained herein are made as of the date of this material change report and Newcore disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results, except as may be required by applicable securities laws. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.