FOR Dissemination IN the United States -Nulegacy Reports ON 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 INSIDER PARTICIPATION IN ITS PRIVATE
PLACEMENT -
For Immediate Release September 17, 2023
Reno, NV – Further to our news release of Sept 12th, 2023 reporting a private placement1
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 reports that as per
paragraph eight of the aforementioned news release, “certain Insiders have made available
for sale 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 proceeds of such Insiders sales to fund subscription for Units under the Offering.”
As reported in his insider trading reports, Mr. Albert Matter, NuLegacy’s CEO, has made
available ~10,000,000 shares for proceeds of ~$168,000 and thus will subscribe for 6.7
million units (~$168,000); Mr. Matter further commits to subscribing for an additional 3.3
million units to raise his participation in this offering to a minimum of 10.0 million units.
Mr. Matter commented, “Hunting for elephants in Nevada is a unique enterprise…mostly
undertaken by the ‘big game hunters’ (Barrick, Newmont, etc.) and it took Barrick more
than 10 years and ~ US$125 million to find our neighborI, the 10+ million-ounce Goldrush
depositII.
We’ve spent ~ US$ 35 million over a ‘lucky 13’ years…and with the recent addition of
the ‘Goldrush Three’, I believe we have improved our prospects of ‘bagging an elephant
of a gold deposit’ significantly.” (4_- _geotechnical_team.jpg (1600×900) (nulegacygold.com)
To take part in a live online presentation on NuLegacy’s prospects, please contact:
Up to 80% of the net proceeds of th is 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
1 TSXV policies impose a four month hold on private placements priced at less than C$0.05 per share.
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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 consists 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.
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 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 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 (a s opposed to f our 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 finder’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.
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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 adjacent I 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
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.
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
and any attached links.
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
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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 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 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 rate s
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.