Dissemination IN the United States - - Nulegacy GOLD Commences CDN $ 1.0 Million Unit Private Placement - ~ Exploration Update
1 of 5 TSXV: NUG OTC/PINKSHEET: NULGF
By regulatory requirement,
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES -
- NULEGACY GOLD COMMENCES CDN $ 1.0 MILLION UNIT PRIVATE PLACEMENT -
~ Exploration Update ~
~ AGM to approve re- capitalization ~
~ Business and cost rationalization ~
For Immediate Release August 15th, 2024
Reno, NV – NuLegacy Gold commences a private placement of 100,000,000 units (“Units”) at a price
of C$0.01 per Unit for gross proceeds of C$1.0 million (the “Offering ”) sufficient to maintain the
ownership and advance the value of its 100% ownership/controlling interest in the highly prospective
Red Hill property in the Cortez Gold trend of Nevada through to December 2025.
Each Unit consists of one common share of the Company (a “Common Share”) and one transferable
warrant to purchase an additional Common Share for a period of five years at a nominal1 exercise price
of C$0.05 per share (a “Warrant”).
NuLegacy Gold is pleased to report that Crescat Capital, together with NuLegacy’s directors and
advisors have provided a minimum lead commitment of C$550,000 to purchase 55 million Units of the
total 100 million Unit Offering (the “Lead Commitment”) described herein. Use of proceeds:
Expenditure Item Assuming 100% of the Offering
Mineral Properties Maintenance Costs2 $399,000
General and Administrative $300,000
Issue expenses est’d. 75,000
Related party expenses 65,000
Unallocated Working Capital $161,200
Total: $1,000,000
Exploration Update: Since December 2023, our Exploration Manager Charles Weakly, and our team
of successful3 Carlin deposit discovery geologists completed a deep dive into the Red Hill database:
1 Application to be reduced - pending.
2 For 2024 and 2025.
3 https://bit.ly/NUGgeos
2 of 5 TSXV: NUG OTC/PINKSHEET: NULGF
• Affirming4 the promise of the previously identified as yet untested targets (four) in the Mid and
South-rifts, and,
• Adding two new targets, one of which is outside the previous focus of exploration area, thus
warranting this disclosure:
i. Located well to the west and identified by the tried and true ‘hand- calculations and cross -
section creation’ of Robert Leonardson 5, long considered the ‘dean’ of Carlin- type gold
system geologists, and
ii. Geologically analogous to the prolific Cambrian dolomite/Eureka gold systems just south of
Red Hill in the Cortez trend, further details to follow upon full team review.
An Annual General Meeting is being called for October 7 th, 2024, to approve capitalization
restructuring: With the change of scale in the Company’s operations (see “ More on Business and
further cost rationalization” below), it is considered the appropriate time for a roll back/reverse split of
the Company’s issued capital to assist the Company in re-establishing itself as a ‘viable’ enterprise.
NuLegacy Gold intends to seek shareholder and TSX Venture Exchange (the “Exchange”) approvals
for a consolidation or reverse split of its capital stock on the basis of a 25 old shares to 1 new share ratio
(the “Consolidation”). The Consolidation shall be subject to approval of 50% plus 1 vote of the votes
cast at the Company’s 2024 annual general meeting of shareholders as planned for October 7, 2024, to
consider and, if deemed appropriate, approve the Consolidation.
Following the approvals and implementation of the Consolidation, the post -consolidated Warrant
exercise price would be deemed to be C$1.25; however, the Company intends to apply to the Exchange6
to have the Warrant exercise price amended to an exercise price of C$0.50 (the “Price Amendment ”).
Effectively that would make the warrant exercisable at C$0.02 per share on a pre-reverse split basis, and
the Company’s new capitalization will be substantially as follows on a pre and post 2 5:1 reverse split
(RS) basis:
Pre-RS Post RS
Current shares outstanding 636,573,953 25,462,958 63.8%
Planned PP financing 100,000,000 4,000,000 10.0%
Property cost reduction 42,000,000 1,680,000 4.2%
Sub-total of additions 142,000,000 5,680,000 14.2%
New total shares outstanding 778,573,953 31,142,958 78.1%
New wts with planned offering and
property cost reduction 142,000,000 5,680,000 14.2%
Existing wts 40,742,400 1,629,696 4.1%
Existing options 36,200,000 1,448,000 3.6%
Sub-totals of dilutables 218,942,400 8,757,696 21.9%
Fully diluted totals outstanding 997,516,353 39,900,654 100.0%
4 Review session on July 30-31, 2024, Elko, NV.
5 Versus computer generated, as more ounces have been found with a pen than with a drill!
6 Company has had preliminary conversations with the Exchange regarding the Price Amendment..
3 of 5 TSXV: NUG OTC/PINKSHEET: NULGF
As a condition for acceptance of the Price Amendment, the Exchange will require that if , for any 10
consecutive trading days during the unexpired term of the Warrant s (the “Premium Trading Days”),
the closing price of the Company’s shares as traded on the Exchange 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
(the “Accelerated Exercise Period”) which will begin no more than seven (7) calendar days after the
tenth Premium Trading Day.
Property cost rationalization: NuLegacy Gold also announces that its subsidiary, NuLegacy Gold
Corporation NV (“NuLegacy US”), and Idaho Resources Corporation, a subsidiary of Metalla Royalty
& Streaming Ltd. (“ Metalla”), have amended NuLegacy US’ mining lease over a portion of the
unpatented lode mining claims comprising the Red Hill Property (the “ Idaho Claims ”) to eliminate
NuLegacy US’ obligation to incur annual exploration expenditures of ~US$150,000 per annum on or for
the benefit of the Idaho Claims for calendar years 2024 and 2025 in consideration for NuLegacy Gold
issuing, subject to acceptance of the Exchange, a total of 42,000,000 units (the “Amendment Units”) to
Metalla at a deemed price of C$0.01 per Amendment Unit and having an aggregate deemed price of
C$420,000. The Amendment Units will be issued on the same basis as the Units being offered under the
Offering including, upon completion of the Consolidation and Exchange acceptance, the Price
Amendment and Accelerated Exercise Period. The Company shall also discharge the 2% GSR in favour
of NuLegacy Gold on the claims covered by the Idaho lease.
Mini-Max Participation: Apart from the Lead Commitment, the minimum ‘individua l’ participation
has been set at C$3,500/US$2,500, to provide our many long- term individual shareholders with the
opportunity to participate. As most of the Company’s expenditures are in US$ we are happy to receive
subscription payments in US$ at a conversion price set at US$1=C$1.40.
Minimum/Maximum Subscriptions: Initial closing is scheduled for August 27th, 2024.
Subscriber Minimum Maximum
Individual C$3,500
(US$2,500)
C$140,000
(US$100,000)
Institutional C$70,000
(US$50,000)
C$280,000
(US$200,000)
Business and further cost rationalization:
• As reported above, with the generous cooperation of the lessor of the Idaho Claims, we have reduced
Red Hill’s ‘ claims maintenance budget’ to a more manageable US$ ~275,000/year for 2024 and
2025 (from the ~US$ 500,000 of BLM fees and minimum exploration expenditures, etc.).
• Since suspending drilling in December 2023, costs have been reduced significantly while advancing
Red Hill’s value (see above under “Target/Exploration Update”):
i. Executive management personnel have been reduced by half, and the salaries /fees of the
remaining executives have been reduced by 25%.
ii. Administrative staffing has also been reduced to the minimum required for maintenance of
the Company’s continuing business.
• Currently, NuLegacy Gold has four directors, and a search has begun to add two new directors, thus
allowing our aging founding director Dr. Steininger the opportunity to retire, and to add new energy
4 of 5 TSXV: NUG OTC/PINKSHEET: NULGF
to the C ompany by having one of the candidates possibly assume the role of CEO, allowing Mr.
Matter, who has had some health issues, to reduce his executive commitment to the Company.
Offering Notes: The Offering is subject to, among other things, acceptance of the Exchange and all
securities issued pursuant to the Offering will be subject to a four month hold period from the date of
Closing. In addition to any applicable resale restrictions under Securities Laws, all securities issued at a
price or deemed price that is less than $0.05, will be subject to the Exchange Hold Period of four months
and legended accordingly. The Company may pay 7% finder’s fees in cash or Common Shares or any
combination thereof to certain finders and/or advisors in connection with the sale of Units in accordance
with the policies of the Exchange.
Pursuant to the Lead Commitment, insiders of the Company have committed to subscribe for a minimum
of 55 million Units of the Offering. Such i nsider participation will be exempt from the valuation and
minority shareholder approval requirements of Multilateral Instrument 61-101 ("MI 61-101") by virtue
of the exemptions contained in sections 5.5(a) and 5.7(1) (a) of MI 61-101 on the basis that the fair
market value of the consideration for the Units to be issued to the insiders will not exceed 25% of the
Company’s market capitalization.
The Company expects to file a material change report in connection with, inter alia the Offering less
than 21 days before the expected closing of the Offering as the Company wishes to close on an expedited
basis in order to fund the annual BLM and county maintenance fees for the Red Hill property prior to
the September 1, 2024 deadline and for sound business reasons.
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 gold 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 o f 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.
5 of 5 TSXV: NUG OTC/PINKSHEET: NULGF
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 Offering, the proposed size, timing and use of
proceeds therefrom and the anticipated Lead Commitment for and participation of insiders in the Offering, the
prospective nature of the Red Hill Property including the target s identified the reon and the proposed
Consolidation, Warrant Price Amendment and post-Consolidation capitalization of the Company ) 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 a nd 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, changes
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 and advance the Red Hill Property and the Company’s continued operations
through December 2025, that the Consolidation will be approved by the Company’s shareholders and the
Exchange or that the Warrant Price Amendment will be affected on the basis contemplated herein 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 wars in Ukraine and Gaza 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. Accordingly, 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.