Mr. Robert Valliant reports

NEWORIGIN ANNOUNCES UP TO $1,300,000 NON-BROKERED PRIVATE PLACEMENT

Neworigin Gold Corp. intends to complete a non-brokered private placement financing of up to 15 million flow-through units at a price of six cents per FT unit, for total gross proceeds to the company of up to $900,000 and 10 million common share units at a price of four cents per common share unit, for total gross proceeds of up to $400,000.

Each FT unit shall consist of one common share in the capital of the company that will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and one common share purchase warrant. Each common share unit shall consist of one common share and one warrant. Each warrant shall entitle the holder to acquire one common share at a price of 10 cents per common share for a period of 18 months from the closing date of the offering. The company shall have the option to accelerate the expiry date of the warrants in the event that the volume-weighted average trading price of the common shares on the TSX Venture Exchange equals or exceeds 15 cents for 20 consecutive trading days, in which case the warrants will expire 30 days after the date that the company provides written notice of acceleration.

The gross proceeds raised from the sale of the FT units will be used to incur Canadian exploration expenses (CEE) and will qualify as flow-through mining expenditures as defined in the Income Tax Act (Canada) and as eligible Ontario exploration expenditures within the meaning of the Taxation Act, 2007 (Ontario). More specifically, it is expected that the proceeds from the sale of the FT units will be used by the company primarily to secure drilling contracts and initiate a diamond drilling program at its Sky Lake gold project in Northwestern Ontario. The gross proceeds raised from the sale of common share units will be used for general working capital purposes.

The Sky Lake project is 100 per cent owned and comprises 446 single cell claims and 29 patent mining claims covering a 27-kilometre-long, prospective, gold-bearing rock sequence. The patent claims host a small, historical gold resource (non-compliant with National Instrument 43-101) that was discovered and partially delineated during the 1950s. This resource was briefly examined during the 1980s by LAC Minerals Ltd. and no other resource drilling has been conducted since then. Sky Lake is favourably located near infrastructure southwest of the Pickle Lake gold mining district and along trend from the past-producing Golden Patricia mine to the west and the Dona Lake mine to the east. Neworigin has conducted geological, geophysical and geochemical surveys at Sky Lake to assist with drill evaluation and expansion of the historical resource and to test new high-priority targets.

The securities issued pursuant to the offering will be subject to a statutory four-month-and-one-day hold period. Closing of the offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX-V.

The offering is expected to close on or about Feb. 28, 2024.

Related party transaction

The company anticipates that one or more officers, directors or other insiders of the company may participate in the offering, which would constitute related party transactions of the company under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. Participation by insiders in the offering is expected to be exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in Sections 5.5(a), and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the securities to be issued, nor the fair market value of the consideration for the securities to be issued will exceed 25 per cent of the company's market capitalization as calculated in accordance with MI 61-101.

About Neworigin Gold Corp.

Neworigin Gold is a Canadian exploration company focused on drill discovery at its gold projects in the Canadian Shield. Neworigin's management and board have extensive experience in the delineation and development of gold deposits. Company shareholders include O3 Mining Inc. and Osisko Mining Inc. Neworigin Gold trades on the TSX Venture Exchange under the ticker NEWO.

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