Dissemination IN the United States -Nulegacy Reports ON Additional Insider Participation IN Its Private Placement
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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 ON ADDITIONAL INSIDER PARTICIPATION IN ITS PRIVATE
PLACEMENT -
For Immediate Release September 28, 2023
Reno, NV – Further to our news release of Sept 12 th, 2023 announcing a private placement 1 of
100,000,000 units (the “Units”) at a price of C$0.025 per Unit to raise gross proceeds to the Company of
C$2.5 million (the “Offering”), NuLegacy Gold advises that as reported in his insider trading reports, Mr.
Alexander Davidson, NuLegacy’s Chairman, has made available for sale ~7.5 million shares and will use
the full proceeds to subscribe for 4.5 million of the 2.5 cents units of this private placement.
Mr. Davidson commented, “ As reported on September 17th, Mr. Matter and I are determined to see the
above referenced funding of NuLegacy’s drilling program succeed.”
To take part in a live online presentation on NuLegacy’s prospects, please contact:
Up to 80% of the net proceeds of this Offering will be used to carry out NuLegacy’s planned 2023
exploration program of five or more reverse circulation drill holes on the Company’s flagship 108 sq. km.
Red Hill property in the Cortez -gold trend of Nevada, at a budgeted cost of US$1.25 million (Cdn$1.75
million). The balance of the net proceeds from the Offering will be used for general corporate and working
capital purposes including management fees and salaries.
Drilling is expected to begin within 10 days of closing of the Offering (the “Closing”), with an initial
Closing expected to occur on or about October 12, 2023, or such earlier date as the Company has received
subscriptions for more than 50% of the Offering.
Each Unit consist s of one common share of the Company (a “Common Share”) and one transferable
Common Share purchase warrant (a “Warrant”) . Each Warrant will entitle the holder to acquire one
Common Share of the Company for a five-year term following Closing of the Offering at an exercise price
of C$0.05, subject to acceleration only in the event of a take-over bid, merger, plan of arrangement or
similar business combination transaction of the Company, provided the then trading price of the
Company’s shares is at least $0.15 per share.
1 TSXV policies impose a four month hold on private placements priced at less than C$0.05 per share.
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CEO Albert Matter comments that “In the event of over -subscription, the Company will seek to
accommodate long-term shareholders.”
The Offering includes a lead order from Crescat Capital , a US based investment fund, to a minimum of
10% of the offering up to 10,000,000 Units or C$250,000. In addition, certain directors and/or officers of
NuLegacy will participate in the Offering to a minimum of 15% of the offering up to 15,000,000 Units or
C$375,000 which participation will constitute a “related party transaction” within the meaning of
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI
61-101”).
The Company expects that 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 t he 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 market capitalization. NuLegacy further understands that
certain Insiders will make available for sale a portion of their existing free trading shares of the Company
in the market prior to Closing to facilitate purchases by investors seeking free -trading shares of the
Company (as opposed to four months hold units), with proceeds of such Insiders sales to fund subscription
for Units under the Offering.
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.
The Company has engaged Canaccord Genuity Corp. to function as its financial advisor for the Offering.
The Company may pay f inder’s fees in cash, shares, or warrants or any combination thereof to certain
finders and/or advisors in connection with the sale of Units in accordance with the policies of the TSXV.
The fees payable to Canaccord Genuity Corp. for acting as financial advisor for the Offering will be a
financial advisory fee consisting of 2,500,000 common shares of the Company at a deemed price of $0.025
per common share.
About NuLegacy Gold: NuLegacy Gold’s focus is discovering 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 adjacentI to three, multi-million ounce Carlin-type gold deposits (Pipeline, Cortez
Hills and Goldrush) that are ranked amongst 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
ON BEHALF OF THE BOARD OF NULEGACY GOLD CORPORATION
Albert J. Matter, Chief Executive Officer & Cofounding Director Tel: +1 (604) 639- 3640; Email:
For more information about NuLegacy visit: www.nulegacygold.com or www.sedarplus.ca
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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, timin g 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 res ults
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 assurances that the Company will
successfully complete the Offering to raise sufficient funds to conduct the proposed 2023 drill program, in whole or in par t.
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 Hill 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.