By regulatory requirement,
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
~ AGM to approve re-capitalization ~
~ Announces name change ~
### Company Updates and Changes
RENO, Nev., Oct. 03, 2024 (GLOBE NEWSWIRE) — NuLegacy Gold (the “Company”) reports that on account of the pending October 7th annual and special general meeting (the “AGM”) to authorize a re-capitalization of the Company’s issued common shares it has terminated the Company’s current 100,000,000-unit non-brokered private placement announced on August 15 and 28, 2024 (the “Offering”). In total, the Company issued 45,200,000 units (“Units”) at a price of $0.01 per Unit for gross proceeds of $452,000, of which 40,000,000 Units were purchased by Crescat Portfolio Management LLC (“Crescat”) together with various directors and officers of the Company, for a total of $400,000.
Each Unit consisted of one common share and one warrant (a “Warrant”) to purchase an additional common share at a “nominal” pre-consolidated exercise price of $0.05 per share. The net proceeds of the Offering have been used/allocated to pay the annual BLM and county filing fees to maintain the Company’s district scale Red Hill property in the Cortez Gold trend of Nevada in good standing and for general and administrative expenses.
### Approvals and Name Change
At the upcoming AGM, the Company is seeking shareholder approval for the reverse split/consolidation of the Company’s issued common shares on a 25 old shares for one new share basis as announced on August 15, 2024 (the “Consolidation”). If the Consolidation is approved by the shareholders and the TSX Venture Exchange (the “TSXV”), the Company intends to apply to the TSXV to have the post-Consolidation Warrant exercise price amended to an exercise price of $0.50 per share (the “Price Amendment”), or effectively $0.02 per share on a pre-Consolidation basis. As a condition for acceptance of the Price Amendment, the TSXV will require that if, for any 10 consecutive trading days during the unexpired term of the Warrants (the “Premium Trading Days”), the closing price of the Company’s post-Consolidation shares as traded on the TSXV exceeds the new exercise price by 25% or more (i.e., C$0.625 or more), then the Warrants shall have a reduced exercise period of 30 days which will begin no more than seven calendar days after the tenth Premium Trading Day.
In conjunction with the Consolidation and subject to acceptance of the TSXV, the Company intends to change its name to “Preservation Gold Corporation” (the “Name Change”).
### Additional Insight on NuLegacy Gold
NuLegacy is focused on exploring for high-grade Carlin-style gold deposits on its premier Red Hill property. The Red Hill is on trend/adjacent to three of Nevada Gold Mines’ most profitable multi-million ounce Carlin-type gold mines; the Pipeline, Cortez, and Goldrush with their extensive gold endowment. These mines are among the world’s largest, lowest cost, highest grade, and politically safest gold mines.
### Future Plans and Cautionary Statement
All securities issued in connection with the Offering are subject to a four month hold period expiring December 28, 2024. In addition, the Company relied upon exemptions from certain requirements for the Units issued. The Company intends to reassess potential financing options following the completion of the Consolidation and Name Change.
The news release also contains a cautionary statement on forward-looking information, highlighting potential risks and uncertainties related to future events or performance based on current expectations and assumptions. It emphasizes the importance of considering various factors that could affect future results.
### Contact Information and Disclaimer
On Behalf Of The Board Of NuLegacy Gold Corporation
Albert J. Matter, Chief Executive Officer & Cofounding Director
Tel: +1 (604) 639-3640; Email: albert@nuggold.com
For more information about NuLegacy visit: www.nulegacygold.com or www.sedarplus.ca
Dr. Roger Steininger, a Director of NuLegacy, is a qualified person responsible for approving the scientific and technical information contained in this news release.
### Conclusion
The additional insight provided showcases NuLegacy Gold’s focus on high-grade gold deposits and its strategic positioning in proximity to major gold mines. The Company’s future plans for re-capitalization and a name change reflect its commitment to evolving in the mining industry landscape.