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Published on 9/14/2011 in the Prospect News PIPE Daily.

Newton Gold seals C$325,000 of C$2 million private placement of units

Deal offers two types of unit, funds exploration and working capital

By Devika Patel

Knoxville, Tenn., Sept. 14 - Newton Gold Corp. said it raised C$325,000 in the second tranche of a C$2 million non-brokered private placement of units. The deal priced on July 7, and Newton Gold raised C$800,000 on July 21.

The company is selling 2.5 million units of one common share and one warrant at C$0.20 apiece and 6 million flow-through units of one flow-through common share and one warrant at C$0.25 apiece.

In the first tranche, Newton Gold sold 3.2 million flow-through units to the MineralFields Group. It sold 880,000 flow-through units and 525,000 units in the second tranche.

Each whole warrant is exercisable for two years.

The unit warrants will be exercisable at C$0.30 in the first year and at C$0.40 in the second year. The strike prices are 66.67% and 122.22% premiums, respectively, to the July 6 closing share price of C$0.18.

The flow-through unit warrants will be exercisable at C$0.40 in the first year and at C$0.50 in the second year. The strike prices are 122.22% and 177.78% premiums, respectively, to the July 6 closing price.

The company paid finder's fees to Limited Market Dealer Inc., Leede Financial Markets Inc. and Wolverton Securities Ltd.

Proceeds will be used for exploration, general working capital and corporate purposes.

Based in Vancouver, B.C., Newton is a gold explorer.

Issuer:Newton Gold Corp.
Issue:Units of one common share and one warrant, flow-through units of one flow-through common share and one warrant
Amount:C$2 million
Warrants:One warrant per unit
Warrant expiration:Two years
Agent:Non-brokered
Investor:MineralFields Group (for C$800,000)
Pricing date:July 7
Settlement date:July 21 (for C$800,000), Sept. 14 (for C$325,000)
Stock symbol:TSX Venture: NWG
Stock price:C$0.18 at close July 6
Market capitalization:C$3.71 million
Units
Amount:C$500,000
Units:2.5 million
Price:C$0.20
Warrant strike price:C$0.60
Flow-through units
Amount:C$1.5 million
Units:6 million
Price:C$0.25
Warrant strike price:C$0.60

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