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New Carolin Gold Corp., subject to regulatory approval, intends to complete a non-brokered private placement of convertible debentures for between $2-million to $2.5-million. The debentures will have a term of 2 years at an interest rate of 4% per annum and will be convertible into units at the rate of $0.07 per unit. Each unit will consist of one common share and one common share purchase warrant. Each warrant will be exercisable for twenty four months from the date of issue of the debentures and will entitle the holder to purchase one additional common share of the Company at a price of $0.15 per share. The debentures will be secured by a charge against the Company's portion of any earnings received from the retreatment of the tailings resource currently located at the Ladner Gold project.

A finder's fee may be paid in conjunction with this offering. The proceeds of this Private Placement will be used to fund the Company's development plans for its Ladner Gold project and general working capital purposes. Shares issued pursuant to the exercise of the warrants will be subject to a four-month hold period from the date of issue of the debentures in accordance with applicable securities laws and, if required, the policies of the TSX Venture Exchange.

The Company is also pleased to announce that it has engaged Beckett Wealth Management Inc ("BWM") to advise it on the marketing of the Private Placement. However, BWM is not and will not be acting as the Company's agent in respect of the Private Placement nor will BWM be providing any due diligence services in relation to the Private Placement. BWM will also not be making any recommendations with respectto the Company or the Private Placement to any investor or potential investors and BWM has no obligations or responsibilities in respect of the Private Placement and completion of the Private Placement is the responsibility of the Company. In addition, but subject to completing the Private Placement in order to obtain the necessary funds to meet its obligations, the Company will further engage BWM for a period of 2 years (if $2,000,000 is raised) or 3 years (if $2,500,000 is raised) to provide "Consulting Services" a rate of $5,000 per month.

The Consulting Services will include geological, financial, and project management support to be provided by Mr. Jim Steel, MBA P.Geo on behalf of BWM. Mr Steel is the Executive Director, Investment Research at BWM and the founder and Managing Director of Mining Insights Inc. since 1999, an independent analytical firm specializing in value-driven asset analysis for private and institutional investors, as well as resource calculations and financial analysis for mining studies. Prior to Mining Insights he was VP and Portfolio Manager for TD Asset Management with co-manager responsibilities for the TD Greenline Precious Metals and Resource Funds, and initial investment analysis for all Funds for Latin America, Africa, and Australia. Prior to that, he was Senior Mining Analyst at Newcrest Capital Inc. in Toronto, and Mining Analyst at Ord Minnett Stockbrokers Ltd, in London, UK. He is a Professional Geoscientist in Ontario and, as a geologist, played an integral role in the discovery of the Ujina Copper Deposit in Chile, now in production.

Finally and again subject to completion of the Private Placement, the Company will engage Streetwise Investors Club to provide an investor exposure programfor a period of 2 years (if $2,000,000 is raised) or 3 years (if $2,500,000 is raised) at a rate of $64,849 per annum.

Through Streetwise the Company has been approved for inclusion in the Richmond Index (www.richmondclub.com ) by its analyst Greg Beckett who is also a Chartered Investment Manager with BWM. The Richmond Index, which is maintained by the Richmond Club, has outperformed the Toronto Venture Exchange by an average of over 25% per year since its inception ten years ago. Upon the closing of this financing, the Company will enter the Richmond Index and receive the following investor exposure:-Every six months, the Company will make a presentation in Toronto to an audience of 25-30 Richmond Club members who are a mix of Investment Advisors, fund managers and analysts. An internet video of these presentations will be created which is synchronized with PowerPoint slides so that the internet audience can see exactly what the live audience sees. -A link to this video will be placed on the Richmond Club website, emailed to all of the Richmond Club members and provided to the Company so it can be included at the bottom of press releases and added to the Company's website.

The Richmond Club website statistics show an average of an additional 200 to 500 potential investors watch each video within thirty days of each presentation.Twice annually, Streetwise will engage BWM to write a research report about the Company. This report will also be posted on the BWM and Richmond Club websites and will be emailed to all of the Richmond Club members. Streetwisewill also provide a press release dissemination and SEDAR filing service for an unlimited number of press releases per month, which will include distribution points through Bloomberg, Star Quote, Dow Jones News wires, etc..

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