NuLegacy Gold Begins $1.0 Million Private Unit Offering for Search Engines

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THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES –

~ Exploration Update ~
~ AGM to approve re-capitalization ~
~ Business and cost rationalization ~

RENO, Nev., Aug. 15, 2024 (GLOBE NEWSWIRE) — 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:

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:

• 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:
  1. Located well to the west and identified by the tried and true ‘hand-calculations and cross-section creation’ of Robert Leonardson⁵, long considered the ‘dean’ of Carlin-type gold system geologists, and
  2. 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.

AGM to Approve Capitalization Restructuring

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 25:1 reverse split (RS) basis:

Property Cost Rationalization

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”):
  1. Executive management personnel have been reduced by half, and the salaries/fees of the remaining executives have been reduced by 25%.
  2. 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 to the Company 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.

In addition to the restructuring initiatives, NuLegacy Gold has amended its mining lease over a portion of the Red Hill Property to eliminate certain obligations for exploration expenditures, further streamlining its operational costs.

Offering Notes

Pursuant to the Lead Commitment, insiders of the Company have committed to subscribe for a minimum of 55 million Units of the Offering. Such insider 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.

¹ Application to be reduced – pending.
² For 2024 and 2025.
³ https://bit.ly/NUGgeos
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.