Newton Gold Announces $615,000 Non-Brokered Private Placement

Newton Gold Announces $615,000 Non-Brokered Private Placement

Vancouver, British Columbia CANADA, February 06, 2012 /FSC/ - Newton Gold Corp.  (NWG - TSX Venture), ("Newton Gold" or the "Company") is pleased to announce the commencement of a non-brokered private placement offering of up to 3,400,000 units consisting of 2,400,000 flow-through units (each, a "Flow-Through Unit") at a price of $0.20 per Flow-Through Unit and 1,000,000 units (each, a "Unit") at a price of $0.135 per Unit for gross proceeds of $615,000 (the "Offering").

Each Flow-Through Unit consists of one previously unissued common "flow-through share" and one non-flow-through share purchase warrant (a "Warrant) of the Issuer. Each Warrant will entitle the holder, on exercise, to purchase one additional common share of the Company (a "Warrant Share") for a period of two years from the date of issue of the Warrant. The Warrants will be exercisable at a price of $0.30 per share for the first year and at a price of $0.40 per share for the second year.

The Company is concurrently offering Units consisting of one previously unissued common share (a "Share") and one share purchase warrant (a "Warrant") of the Company. Each Warrant will entitle the holder, on exercise, to purchase one additional common share of the Company (a "Warrant Share") for a period of 2 years from the date of issue of the Warrant. The Warrants will be exercisable at a price of $0.20 per share for the first year and $0.30 per share for the second year.

Newton Gold intends to use the proceeds of the private placement for exploration, general working capital and corporate purposes. The issuer may, in appropriate circumstances, pay a finder's fee in connection with the sale of the Flow-Through Units and the Units.

Closing of the Offering is subject to customary conditions including TSX Venture Exchange approval. Any securities issued pursuant to the Offering will be subject to a hold period of four months and one day after closing of the Offering under applicable Canadian securities laws.

About Newton Gold Corp

Newton Gold Corp. is a British Columbia focused exploration company with two advanced exploration projects. The Company has an experienced management team with a growth strategy to develop a diversified portfolio of exploration projects that can be taken into production. The Company's main objective is to add shareholder value through cost efficient exploration, strategic acquisitions, joint ventures, and effective marketing while maintaining a lower risk profile through project diversification and sound financial management.

ON BEHALF OF THE BOARD OF DIRECTORS
"Mark A. McLeary"
President

This press release is intended for distribution outside the United States only and is not intended for distribution to United States newswire services or dissemination in the United States. The securities offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, United States persons absent United States registration or an applicable exemption from the United States registration requirements. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, securities of Silver Sun in the United States.

Neither 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 accuracy of this release.

To view this release as a webpage, please click on the following link:
http://www.usetdas.com/pr/newtonpr02062012.htm

NEWTON GOLD CORP
Suite 400 - 409 Granville Street
Vancouver, BC, V6C 1T2
Telephone: (604) 678-2531



Source: Newton Gold Corp. (TSXV: NWG)
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