Newcastle Gold Ltd.

Operating Gold Mines - Quebec & Peru Canadian Gold Producer with significant GOLD Reserves

Please review and provide feedback!

We know the holdings from Sedi that Messrs Finskiy and Scola hold as follows:

Finskiy

Shares = 111,913,215

Warrants = 941,667

Total = 112,854,882

We also know about the following "MISSING IN ACTION" shares and warrants:

Shares = 25,000,000

Warrants = 25,500,000

Total = 50,500,000

These, I believe will be excluded based on amendments won by the CSC legals.

Scola

Shares = 992,857

We also know about the following "MISSING IN ACTION" shares:

Shares = 6,150,000

These, I believe will be excluded based on amendments won by the CSC legals.

Questions:

1) I didn't think that warrants had voting rights – were these 25,500,000 warrants converted to shares when they disappeared?

2) Are the total number of voting shares 435,665,651?

Under the assumption that warrants can't vote, and also that the 25,500,000 warrants were exercised when transferred we may then have the exclusion of:

169,556 072 (Finskiy and Scola combined controlled shares)

That means there are no more than 435,665,651 minus 169,556 072 or

266,109,579 shares eligible to vote

Then there is the matter of the PP that are discussed as below, and amount to 12 million or so shares. (I will not assume that these are excluded) – but this matter needs to be cleared up.

18. Since the Business Combination was publicly disclosed, and in the lead up to the setting of the meeting date (and received date) to consider the Business Combination, Century has issued shares in a number of financings for which the investors were not disclosed, including:
a. On June 13, 2011, Century issued a press release announcing a flow-through financing of 2,631,578 flow-through units (one share and one half warrant) at a price of $0.38 per unit on May 27, 2011, for gross proceeds of up to $1,000,000. 6% finder’s fee to be paid. On June 7, 2011, Century announced this was increased to $1.5 million (approximately 3,947,369 shares).
b. On July 29, 2011, Century issued a press release announcing a convertible loan agreement of $1 million which can be converted at the option of the lender into 3,703,704 shares at a conversion price of $0.27 per share. 250,000 purchase warrants were issued to the lender as an inducement at an exercise price of $0.30. The lender is not disclosed
c. On August 5, 2011, Century issued a press release announcing a private placement financing of up to 4,260,000 units (comprised of one common share and one half warrant) at a price of $0.25 per unit for gross proceeds of 1,065,000.

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docman
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Newcastle Gold Ltd.
Symbol
NCA
Exchange
TSX-V
Shares
155,078,807
Industry
Metals & Minerals
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