Failure to Comply with This Restriction May Constitute a Violation of United States Securities Laws
1
NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH
THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS
www.legacygoldmines.com
TSX Venture: LEGY
LEGACY GOLD ANNOUNCES NON-BROKERED
PRIVATE PLACEMENT
Calgary, Canada February 23, 2026
Legacy Gold Mines Ltd. (TSXV: LEGY) (the “Company” or “Legacy Gold”) announces that it intends
to complete a non -brokered private placement (the “ Private Placement ”) of up to 1 3.33 million
common shares of the Company (“ Common Shares ”) at a price of C$0.30 per share for gross
proceeds of up to C$4.0 million.
The Company intends to use the proceeds from the Private Placement to advance drilling activities at
its Baner Gold Mine property (the “ Property”), located in the Orogrande Mining District of Idaho, as
well as to support continued business development and for general and administrative purposes.
The Private Placement is subject to the approval of the TSX Venture Exchange (the “Exchange”). The
securities issued in connection with the Private Placement will be subject to a four-month hold period,
in accordance with applicable securities laws.
The Company may pay a commission or finder's fee to eligible parties in connection with the Private
Placement, subject to the approval of the Exchange and compliance with applicable securities laws.
About Legacy Gold Mines Ltd.
The Company is a Canadian-based gold exploration and development company that is listed on the
TSX Venture Exchange under the symbol “LEGY”. The Company holds an option to acquire a 100%
undivided interest in and to the mineral claims comprising the Baner Gold Mine p roperty located in
Idaho County, Idaho, USA.
Additional information about the Company and the Property is available on SEDAR+ at
www.sedarplus.ca under the Company’s profile, including a technical report titled “NI 43-101 Technical
Report on the Baner Project, Idaho County, Idaho, USA”, dated effective August 1, 2024, prepared by
Steven A. Osterberg, Ph.D., P.G.
For further information, please contact:
Legacy Gold Mines Ltd.
Brian Hinchcliffe, Executive Chairman and Chief Executive Officer
Telephone: +1 (587) 327-9815
Email: [email protected]
This press release is not an offer of the Company’s securities for sale in the United States. The
Company’s securities may not be offered or sold in the United States absent registration or an
available exemption from the registration requirements of the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”) and applicable U.S. state secur ities laws. The Company
will not make any public offering of its securities in the United States. The Company’s
securities have not been and will not be registered under the U.S. Securities Act.
2
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation
or sale would be unlawful.
CAUTIONARY STATEMENT REGARDING FORWARD -LOOKING INFORMATION: This press
release includes certain "forward-looking statements" under applicable Canadian securities legislation.
Forward-looking statements include, but are not limited to, statements with respect to completion of
the proposed Private Placement, the anticipated use of proceeds of the Private Placement, timing and
completion of any exploration, drilling and work programs on the Property, estimates of mineralization
from drilling, sampling and geop hysical surveys, geological information projected from drilling and
sampling results and the potential quantities and grades of the target zones, the potential for minerals
and/or mineral resources and reserves, and statements regarding the plans, intentio ns, beliefs, and
current expectations of the Property and the Company that may be described herein. Forward-looking
statements consist of statements that are not purely historical, including any statements regarding
beliefs, plans, expectations or intenti ons regarding the future. Such information can generally be
identified by the use of forward -looking wording such as “may”, “expect”, “estimate”, “anticipate”,
“intend”, “believe” and “continue” or the negative thereof or similar variations. Readers are cautioned
not to place undue reliance on forward -looking statements, as there can be no assurance that the
plans, intentions or expectations upon which they are based will occur.
By their nature, forward-looking statements involve numerous assumptions, known and unknown risks
and uncertainties, both general and specific, that contribute to the possibility that the predictions,
estimates, forecasts, projections and other forward -looking statements will not occur. These
assumptions, risks and uncertainties include, among other things, the state of the economy in general
and capital markets in particular, as well as those risk factors discussed in the Filing Statement of the
Company dated effective September 19, 2024 or referred to in the Company's annual Management's
Discussion and Analysis for the year ended December 31, 2024 and the period ended September 30,
2025 available at www.sedarplus.ca, many of which are beyond the control of the Company. Forward-
looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press
release. Except as required by law, the Company disclaims any intention and assumes no obligation
to update or revise any forward -looking statements, wheth er as a result of new information, future
events or otherwise. Additionally, the Company undertakes no obligation to comment on the
expectations of, or statements made by, third parties in respect of the matters discussed above.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of
this release.