FOR DISSEMINATION IN THE UNITED STATES - NULEGACY GOLD TERMINATES PRIVATE PLACEMENT - ~ AGM to approve re-capitalization
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By regulatory requirement,
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
- NULEGACY GOLD TERMINATES PRIVATE PLACEMENT -
~ AGM to approve re-capitalization ~
~ Announces name change ~
For Immediate Release October 3, 2024
Reno, NV – NuLegacy Gold (the “Company”) reports that on account of the pending October 7th
annual and special general meeting (the “AGM”) to authorize a re-capitalization of the Company’s
issued common shares it has terminated the Company’s current 100,000,000-unit non-brokered
private placement announced on August 15 and 28, 2024 (the “Offering”). In total, the Company
issued 45,200,000 units (“Units”) at a price of $0.01 per Unit for gross proceeds of $ 452,000, of
which 40,000,000 Units were purchased by Crescat Portfolio Management LLC (“ Crescat”)
together with various directors and officers of the Company, for a total of $400,000.
Each Unit consist ed of one common share and one warrant (a “ Warrant”) to purchase an
additional common share at a “nominal” pre-consolidated exercise price of $0.05 per share. The
net proceeds of the Offering have been used/allocated to pay the annual BLM and county filing
fees to maintain the Company’s district scale Red Hill property in the Cortez Gold trend of Nevada
in good standing and for general and administrative expenses.
At the upcoming AGM, the Company is seeking shareholder approval for the reverse
split/consolidation of the Company’s issued common shares on a 25 old shares for one new share
basis as announced on August 15, 2024 (the “Consolidation”). If the Consolidation is approved
by the shareholders and the TSX Venture Exchange (the “TSXV”), the Company intends to apply
to the TSXV to have the post-Consolidation Warrant exercise price amended to an exercise price
of $0. 50 per share (the “ Price Amendment ”), or effectively $0.02 per share on a pre -
Consolidation basis. As a condition for acceptance of the Price Amendment, the TSXV will require
that if, for any 10 consecutive trading days during the unexpired term of the Warrants (the
“Premium Trading Days ”), the closing pr ice of the Company’s post-Consolidation shares as
traded on the TSXV exceeds the new exercise price by 25% or more (i.e., C$0.625 or more), then
the Warrants shall have a reduced exercise period of 30 days which will begin no more than seven
calendar days after the tenth Premium Trading Day.
In conjunction with the Consolidation and subject to acceptance of the TSXV, the Company
intends to change its name to “Preservation Gold Corporation” (the “Name Change”).
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All securities issued in connection with the Offering are subject to a four month hold period
expiring December 28, 2024 . In addition, the Company relied upon the exemptions from the
valuation and minority shareholder approval requirements of Multilateral Instrument 61 -101
contained in sections 5.5(a) and 5.7(1)(a) thereof for the Units issued to Crescat and various
directors and officers of the Company under the Offering on the basis that the fair market value of
the consideration for such Units did not exceed 25% of the Company’s market capitalization.
The Company intends to re -assess potential financing options following completion of the
Consolidation and Name Change.
The securities described herein have not been, and will not be, registered under the United States Securities Act of
1933, as amended (the " U.S. Securities Act "), or any state securities laws, and accordingly, may not be offered or
sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and
applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute
an offer to sell or a solicitation to buy any securities in any jurisdiction.
About NuLegacy Gold: Exploration: NuLegacy is focused on exploring for high-grade Carlin-style gold deposits
on its premier 108 sq. km (42 sq. mile) district scale Red Hill property. The Red Hill is on trend/adjacentI to three of
Nevada Gold Mines’ most profitable multi -million ounce Carlin-type gold mines; the Pipeline, Cortez and
GoldrushII with their massive 50+ million ounces gold endowment. These are three of the world’s thirty largest, lowest
cost, highest grade, and politically safest gold mines, producing annually circa 3% of the world’s gold.
I The similarity and proximity of these deposits in the Cortez Trend including Goldrush are not necessarily indicative of the g old
mineralization in NuLegacy’s Red Hill Property.
II Currently structured as an underground mine Goldrush contains P&P: 7.8 M oz @ 7.29 g/t; M&I: 8.5 M oz @ 7.07 g/t (inclusive of
P&P); and Inferred: 4.5 M oz @ 6.0 g/t (as of December 31, 2021). Source: Corporate presentation of Nevada Gold Mines –
Goldrush Underground dated September 22, 2022.
ON BEHALF OF THE BOARD OF NULEGACY GOLD CORPORATION
Albert J. Matter, Chief Executive Officer & Cofounding Director
Tel: +1 (604) 639-3640; Email: [email protected]
For more information about NuLegacy visit: www.nulegacygold.com or www.sedarplus.ca
Dr. Roger Steininger, a Director of NuLegacy, is a Certified Professional Geologist (CPG 7417) and the
qualified person as defined by NI 43 -101, Standards of Disclosure for Mineral Projects, responsible for
approving the scientific and technical information contained in this news release.
Cautionary Statement on Forward -Looking Information: This news release contains forward -looking
information and statements under applicable securities laws, which information and/or statements relate to
future events or future performance (including, but not limited to, the use of proceeds from the Offering, the
Consolidation, Name Change and potential future financing options and reflect management’s current
expectations and beliefs based on assumptions made by and information currently available to the
Company. Readers are cautioned that such forward -looking information and statements are neither
promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ
materially from those expected including, but not limited to, market conditions, availability of financing,
actual results of exploration activities and drilling, unanticipated geological, stratigraphic and structural
formations, misinterpretation or incorrect analysis of projected geological structures, alterations and
mineralization, environmental risks, operating risks, adverse weather conditions, accidents, labour issues,
delays in obtaining governmental approvals and permits, inability to secure drilling equipment and/or
contractors on a timely basis or at all, delays in receipt of assay results from third party laboratories,
inflation, future prices for gold, cha nges in personnel and other risks in the mining industry. There are no
assurances that the net proceeds from the Offering will be sufficient to maintain the Company’s continued
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operations through December 2025 as previously anticipated, that the Consolidation will be approved by
the Company’s shareholders and the TSXV, that the Name Change will be accepted by the TSXV or that
the Warrant Price Amendment will be approved and affected on the basis contemplated or at all.
Furthermore, there are no known mineral resources or reserves in the Red Hill Property and the presence
of gold resources on properties adjacent or near the Red Hill Property including the Goldrush deposit is not
necessarily indicative of the gold mineralization on the Red Hill Property. Future exploration programs on
the Red Hill Property , if any, will be exploratory searches for ore . There is also uncertainty surrounding
elevated inflation and high interest rates, the ongoing war in Ukraine and conflict in Gaza and surrounding
regions and the continued spread and severity of COVID -19, and the impact they will have on the
NuLegacy’s operations, personnel, supply chains, ability to raise capital, access properties or procure
exploration equipment, supplies, contractors, and other personnel on a timely basis or at all and economic
activity in general. All the forward -looking information and statements made in this news release are
qualified by these cautionary statements and those in our continuous disclosure filings available on
SEDAR+ at www.sedarplus.ca. The forward-looking information and statements in this news release are
made as of the date hereof and the Company does not assume any obligation to update or revise them to
reflect new events or circumstances save as required by applicable law. According ly, readers should not
place undue reliance on forward-looking information and statements.
Neither the 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.