NuLegacy Gold NuLegacy Gold Arranges C$3.0 Million C$0.20/Unit Financing
NUG:TSXV / NULGF:OTC
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NuLegacy Gold
C O R P O R A T I O N
NuLegacy Gold Arranges C$3.0 Million C$0.20/Unit Financing
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
July 5, 2018 - Reno, NV – NuLegacy Gold Corporation is undertaking a non -brokered private
placement financing up to 15 million units (“Units”) at a price of $0.20 per Unit to raise C$ 3.0
million (the “Financing”).
“We are delighted to have our major shareholder, OceanaGold , support NuLegacy’s exploration
objectives in this funding”, comments Albert Matter, NuLegacy’s Chairman . “We have sufficient
funds to complete our 2018 exploration program; we are increasing our treasury to handle an
anticipated expansion of the Fall 2018/Spring 2019 drilling programs. Upon closing, NuLegacy
will have ~ C$9.0 million in its treasury.”
OceanaGold Corporation intends to exercise its equity participation right in NuLegacy financing s
(see news release dated April 13, 2016) by purchasing such number of Units as required to maintain
its current undiluted equity ownership interest in NuLegacy Gold at 16.2% (2.4 million Units on full
subscription). In addition, certain directors and offic ers of NuLegacy (collectively “ Insiders”)
intend to participate in the Financing for a substantial number of Units.
Each Unit of the Financing consists of one common share and one share purchase warrant, with each
warrant entitling the holder to purchas e one additional common share for a period, subject to
acceleration, of 24 months at an exercise price of C$0.30 per share. The financing is expected to
close on or about July 16, 2018. The net proceeds from the Financing will be used to fund the
ongoing exploration of NuLegacy ’s Red Hill property, and general corporate and working capital
expenses.
Finder’s fees in cash and/or finder’s warrants will be payable on a portion of the Financing
(excluding OceanaGold and Insiders) in accordance with the policies of the TSX Venture Exchange
(the “Exchange”). All securities to be issued in connection with the Financing will be subject to a
four month hold period.
The portions of the Financing with OceanaGold and Insiders constitute “related party transactions”
for the purposes of Multilateral Instrument 61 -101, Protection of Minority Security Holders in
Special Transactions (“MI 61 -101”), and the Company has relied upon exemptions from the
requirement to obtain a formal valuation and seek minority shareholder approval for the Financing
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on the basis that the fair market value of OceanaGold’s and the Insiders’ respective portions of the
Financing are less than 25% of the Company’s current market capitalization. The Financing
remains subject to acceptance by the Exchange.
About NuLegacy Gold Corporation : NuLegacy is a Nevada exploration company focused on discovering additional
Carlin-style gold deposits on its premier district scale 98 sq. km (38 sq. mile) Red H ill Project in the prolific Cortez
gold trend of Nevada.
To date NuLegacy has discovered the Iceberg Carlin -style gold deposits and has identified several more highly
prospective exploration targets that are being drilled this year.
NuLegacy’s Red Hill Project is located on trend and adjacenti to the three multi-million ounce Carlin-type gold deposits
(the Pipeline, Cortez Hills and Goldrush deposits) that are amongst Ba rrick Gold’s largest, lowest cost and politically
safest gold minesii.
i The similarity and proximity of these deposits in the Cortez Trend is not necessarily indicative of the gold
mineralization in NuLegacy’s Red Hill Project.
ii As extracted from Barrick’s Q4-2013 and Q1-2014 reports. As reported by Barrick, t he Goldrush resource contains
8,557,000 indicated ounces of gold within 25.78 million tonnes grading ~10.57 g/t and 1,650,000 inferred ounces within
5.6 million tonnes grading ~9.0 g/t.
ON BEHALF OF NULEGACY GOLD CORPORATION
James E Anderson, Chief Executive Officer
For further information, please phone 604-639-3640 or contact James Anderson (CEO) at [email protected], Albert
Matter (Chairman) at [email protected] or Frank Lagiglia (ICM) at [email protected] or visit
www.nulegacygold.com.
Derick Unger, NuLegacy’s Chief Geologist is a Certified Professional Geologist (CPG 11927) 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.
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 news release.
This news release contains forward-looking statements, which relate to future events or future performance (including, but not limited
to, the Financing and its intended use of proceeds and anticipated closing date) and reflect management’s current expectations and
assumptions. Such forward -looking statements reflect management’s current beliefs and are based on assumptions made by and
information currently available to the Company. Readers are cautioned that these forward-looking statements are neither promises
nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expe cted
including, but not limited to, actual results of exploration activities, environmental risks, future prices of gold, o perating risks,
accidents, labor issues, delays in obtaining governmental approvals and permits, availability of financing and other risks in the
mining industry. There are no known resources or reserves in the Red Hill Project and the proposed exploration programs are
exploratory searches for commercial bodies of ore. In addition, the presence of gold deposits on properties adjacent or near the Red
Hill Project is not necessarily indicative of the gold mineralization on the Red Hill Project. All the forward-looking statements made
in this news release are qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR
at www.sedar.com including our annual management’s discus sion and analysis dated July 25, 2017 for the year ended March 31,
2017. These forward-looking statements 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 under applicable securities legislation.
THIS NEWS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION
TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT
CONSTITUTE AN OFFER TO SELL SECURITIES AND THE COMPANY IS NOT SOLICITING AN OFFER
TO BUY THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS
REGISTERED OR EXEMPT THEREFROM.