New Carolin Gold Corp.

New Carolin Gold Corp.

June 15, 2012 20:03 ET

New Carolin Gold Announces Convertible Debt Financing

WHITE ROCK, BRITISH COLUMBIA--(Marketwire - June 15, 2012) -


New Carolin Gold Corp. (TSX VENTURE:LAD) announces today that, subject to regulatory approval, it intends to complete a non-brokered secured convertible debt financing of $500,000. The offering is convertible debt with an 8% coupon payable semi-annually. The debt is convertible into units consisting of one common share of the Company and one share purchase warrant at a price of $0.10 per unit. Term on conversion is 12 months. Each warrant is exercisable to purchase one common share of the Company for a period of 12 months from the closing date on payment. The Debentures will be redeemable by the Company at par plus accrued and unpaid interest upon 30 days' written notice. A finder's fee of 10% on the first $300,000 and 7% on the next $200,000 will be paid in connection with the total financing. The securities issued under this private placement will be subject to a four-month hold period. The private placement is expected to close no later than June 30, 2012.

The proceeds will be used to cover a near-term property payment, general working capital and to upgrade road access above the Carolin Mine in preparation for the planned 2012 drilling program.

Bruce Downing, President and CEO states, "Since completing two NI 43-101 gold resource estimate studies with a combined total of 691,540 inferred ounces of gold (cutoff of 0.5 g/t gold) at its Ladner Gold Property in southwestern British Columbia, the Company has been investigating various mine plans that utilize the Company's current mine permit. The NI 43-101 Mineral Resource estimates validate previous internal Company reports regarding the gold assets and potential of the permitted past producing Carolin Mine, McMaster Zone and Tailings Impoundment. These resource estimates are integral to our corporate strategy to advance the Ladner Gold Property toward renewed gold production."

"In order to advance the Ladner Gold Property in these challenging times, other forms of financing are being actively investigated. The goal is to maximize shareholder value by pursuing a financing facility that will minimize dilution. The Company has been approached by several interested parties regarding financing of the Tailings Project and the Carolin Mine both together and as separate entities. These potential financings are being reviewed with respect to future investors and partnerships. I am confident that upon review of the Company and its sizable land position, mine permit and prospects for developing a major gold resource, combined with existing assets and the overall value proposition, the investment community at large will recognize New Carolin Gold Corp. as an evolving mine development company."

About New Carolin Gold Corp.

New Carolin Gold Corp. is a Canadian junior-stage mining and exploration company engaged in the evaluation and development of several gold properties collectively known as the "Ladner Gold Project". These properties are located in southwestern British Columbia, Canada and comprise approximately 134 square kilometers of contiguous mineral claims. The Project, located along the prospective and under-explored Coquihalla Gold Belt is host to several historic small gold producers including the Carolin Mine, Emancipation Mine, Pipestem Mine and numerous other gold prospects.

For further Company and technical information, please visit the Company's website at


Bruce W. Downing, M.Sc., P.Geo, Hon.FEC, President & Chief Executive Officer

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Caution concerning forward-looking information

This news release may contain forward-looking statements that are based on the Company's expectations, estimates and projections regarding its business and the economic environment in which it operates. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. Statements speak only as of the date on which they are made, and the Company undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or the accuracy of this press release.

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