New Carolin Gold Corp.
TSX VENTURE : LAD

New Carolin Gold Corp.

August 07, 2012 14:49 ET

New Carolin Gold Closes C$415,000 Convertible Debt Financing

WHITE ROCK, BRITISH COLUMBIA--(Marketwire - Aug. 7, 2012) -

NOT FOR DISTRIBUTION IN THE UNITED STATES

New Carolin Gold Corp. (TSX VENTURE:LAD) (the "Company") is pleased to announce that the TSX Venture Exchange has accepted for filing documentation with respect to the closing of a non-brokered secured convertible debt financing of C$415,000. Pursuant to the financing the Company will issue a debenture in the principal amount of C$415,000 pursuant to which the debt will be convertible into units of the Company for a period of 12 months from the closing date of July 31, 2012.

The debt is convertible into units consisting of one common share of the Company and one common share purchase warrant at a price of C$0.10 per unit. The debenture will bear an 8% coupon payable semi-annually. Each warrant is exercisable to purchase one common share of the Company at a price of C$0.12 per share for a period of 12 months from the date of issuance. The debenture will be redeemable by the Company at par plus accrued and unpaid interest upon 30 days' written notice. A finder's fee of C$34,500 will be paid in connection with the financing. The securities issued under this private placement will be subject to a four-month hold period.

The proceeds of the financing will be used to cover a near-term property payment and general working capital purposes.

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 144 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 www.newcarolingold.com.

ON BEHALF OF THE BOARD OF DIRECTORS

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

We seek Safe Harbor.

Caution concerning forward-looking information

This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws. This information and statements address future activities, events, plans, developments and projections. All statements, other than statements of historical fact, constitute forward-looking information or forward-looking statements. Such forward-looking information and statements are frequently identified by words such as "may", "will", "should", "anticipate", "plan", "expect", "believe", "estimate", "intend" and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management of the Company in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause the Company's actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and accordingly, undue reliance should not be placed thereon. Risks and uncertainties that may cause actual results to vary include but are not limited to the speculative nature of mineral exploration and development, including the uncertainty of resource estimates; operational and technical difficulties; the availability of suitable financing alternatives; fluctuations in gold and other commodity prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks; fluctuations in foreign exchange rates; as well as other risks and uncertainties which are more fully described in the Company's annual and quarterly Management's Discussion and Analysis and in other filings made by the Company with Canadian securities regulatory authorities and available at www.sedar.com. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking information and statements and readers should not place undue reliance on such information and statements. The Company undertakes no obligation to update or revise any forward-looking information or statements 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 release.

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