New Carolin Gold Corp.
TSX VENTURE : LAD

New Carolin Gold Corp.

March 09, 2012 11:48 ET

New Carolin Gold Closes Non-Brokered Unit and Non-Brokered Flow-Through Unit Private Placement Financings

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 9, 2012) -

NOT FOR DISTRIBUTION IN THE UNITED STATES.

New Carolin Gold Corp. (TSX VENTURE:LAD) announces today that, subject to regulatory approval, the Company has closed two non-brokered private placement financings.

Non-Brokered Unit Private Placement

Subject to regulatory approval, the Company has closed a non-brokered private placement of 2,976,415 Units at a price of C$0.13 per Unit for gross proceeds of C$386,934. Each Unit will consist of one Common Share and One-Half of One Common Share Purchase Warrant. Each whole Common Share Purchase Warrant will entitle the holder to purchase one additional Common Share of the Company at any time for a 12-month period from the date of issuance, at an exercise price of C$0.13 per share. Two directors of the Company subscribed C$50,000 for 384,615 Units, and advisors and consultants to the Company subscribed C$131,690 for 1,013,000 Units of the total amount. The Company may pay a finder's fee in respect of certain investors introduced to the Company of up to 10% of the gross proceeds of this private placement in cash. The proceeds from the sale of the units will be used for general corporate purposes.

Non-Brokered Flow-Through Unit Private Placement

Subject to regulatory approval, the Company has closed a non-brokered private placement of 2,450,666 Flow-Through Units at a subscription price of C$0.15 per Flow-Through Unit for gross proceeds of C$367,600. Each Flow-Through Unit will comprise one Common Share and One-Half of One Common Share Purchase Warrant. Each whole Common Share Purchase Warrant will entitle the holder to purchase one additional Common Share of the Company at any time for a 12-month period from the date of issuance, at an exercise price of C$0.20 per share. The Company may pay a finder's fee in respect of certain investors introduced to the Company of up to 7% of the gross proceeds of this private placement in cash. The proceeds from the sale of the flow-through shares will be used to incur Canadian Exploration Expense ("CEE"), as defined in the Income Tax Act (Canada). The Company will renounce such CEE to the subscribers effective for the 2012 tax year. The funds will be used for exploration on the Company's Ladner Gold property in British Columbia.

All of the securities issued under these two private placements will be subject to a four-month hold period.

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 130 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 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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