FOR Dissemination IN the United States -Nulegacy Reports Insider Participation IN Private Placement - FOR Release August 19th, 2024
1 of 2
1
PRESS RELEASE
By regulatory requirement,
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
-NULEGACY REPORTS INSIDER PARTICIPATION IN PRIVATE PLACEMENT -
For Release August 19th, 2024
Vancouver, Canada – Further to the news release of August 15 th, 2024 reporting a private
placement1 of 100,000,000 units (the “Units”) at a price of C$0.01 per Unit to raise gross proceeds
of C$1.0 million (the “Offering”), NuLegacy Gold reports a n Insider has sold a portion of their
existing free trading shares of the Company to facilitate purchases by investors seeking free -
trading shares (as opposed to four months hold units) with the proceeds of such Insider sales to
fund subscription for additional Units under the Offering.
As reported in his insider trading reports, Mr. Albert Matter, NuLegacy’s CEO, sold 10,000,000
shares for proceeds of $50,000 and will subscribe for 5.0 million additional units; Mr. Matter had
previously committed to subscribing for 10.0 million units, raising his total participation in the
offering to 15.0 million units (Cdn $150,000).
The participation by directors and/or officers (collectively the “Insiders”) in the Offering will be
exempt from the formal valuation and minority shareholder approval requirements of MI 61- 101
pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 based on the fact that neither the fair market
value of the Units subscribed for by the Insiders, nor the consideration for the Units to be paid by
the Insiders, will exceed 25% of the Company’s total market capitalization
The completion of the Offering is subject to, among other things, acceptance of the TSX Venture
Exchange (the “TSXV”), and all securities issued pursuant to the Offering will be subject to a four
month hold period from the date of Closing.
About NuLegacy Gold: NuLegacy Gold’s focus is exploring for a high-grade Carlin-style gold deposit on
its flagship 108 sq. km (42 sq. mile) district scale Red Hill Property in the Cortez gold trend of Nevada
directly on trend and adjacent I to three, multi -million ounce Carlin-type gold deposits (Pipeline, Cortez
Hills and Goldrush) that are three of the world’s thirty largest, lowest cost, highest grade and politically
safest gold mines and are three of Nevada Gold Mines’ most profitable mines.II
1 TSXV policies impose a four month hold on private placements priced at less than C$0.05 per share.
2 of 2
2
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
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 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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of
any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of
the securities in the United States of America. The securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold
within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933
Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration
requirements is available.
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 order for and participation of Insiders in the Offering, the prospective nature of and proposed 2023 drill
program at Red Hill including the priority drill targets and the estimated timing, costs and potential results thereof, and the
potential continuity of major structures and host rocks and link between gold mineralization and metamorphic alteration at
nearby and adjacent gold deposits including Goldrush to Red Hill) 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, accidents, labor 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 as surances that the Company will successfully complete the Offering to raise sufficient funds to
conduct the proposed 2023 drill program, in whole or in part. Furthermore, there are no known mineral resources or
reserves in the Red Hill Property, any proposed exploration programs are exploratory searches for bodies of ore 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 Hil l Property. There is also uncertainty about the continued
spread and severity of COVID- 19, the ongoing war in Ukraine, elevated inflation and high interest rates 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.