NuLegacy Gold terminates Non-public Placement

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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 ~
~ Proclaims title change ~

RENO, Nev., Oct. 03, 2024 (GLOBE NEWSWIRE) — NuLegacy Gold (the “Firm”) reviews that on account of the pending October 7^th annual and particular common assembly (the “AGM”) to authorize a re-capitalization of the Firm’s issued widespread shares it has terminated the Firm’s present 100,000,000-unit non-brokered non-public placement introduced on August 15 and 28, 2024 (the “Providing”). In whole, the Firm issued 45,200,000 models (“Models”) at a worth of $0.01 per Unit for gross proceeds of $452,000, of which 40,000,000 Models had been bought by Crescat Portfolio Administration LLC (“Crescat”) along with numerous administrators and officers of the Firm, for a complete of $400,000.

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Every Unit consisted of 1 widespread share and one warrant (a “Warrant”) to buy a further widespread share at a “nominal” pre-consolidated train worth of $0.05 per share. The online proceeds of the Providing have been used/allotted to pay the annual BLM and county submitting charges to take care of the Firm’s district scale Purple Hill property within the Cortez Gold development of Nevada in good standing and for common and administrative bills.

On the upcoming AGM, the Firm is in search of shareholder approval for the reverse break up/consolidation of the Firm’s issued widespread shares on a 25 previous shares for one new share foundation as introduced on August 15, 2024 (the “Consolidation”). If the Consolidation is authorised by the shareholders and the TSX Enterprise Change (the “TSXV”), the Firm intends to use to the TSXV to have the post-Consolidation Warrant train worth amended to an train worth of $0.50 per share (the “Value Modification”), or successfully $0.02 per share on a pre-Consolidation foundation. As a situation for acceptance of the Value Modification, the TSXV would require that if, for any 10 consecutive buying and selling days through the unexpired time period of the Warrants (the “Premium Buying and selling Days”), the closing worth of the Firm’s post-Consolidation shares as traded on the TSXV exceeds the brand new train worth by 25% or extra (i.e., C$0.625 or extra), then the Warrants shall have a decreased train interval of 30 days which is able to start not more than seven calendar days after the tenth Premium Buying and selling Day.

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Along side the Consolidation and topic to acceptance of the TSXV, the Firm intends to alter its title to “Preservation Gold Company” (the “Title Change”).

All securities issued in reference to the Providing are topic to a 4 month maintain interval expiring December 28, 2024. As well as, the Firm relied upon the exemptions from the valuation and minority shareholder approval necessities of Multilateral Instrument 61-101 contained in sections 5.5(a) and 5.7(1)(a) thereof for the Models issued to Crescat and numerous administrators and officers of the Firm beneath the Providing on the idea that the honest market worth of the consideration for such Models didn’t exceed 25% of the Firm’s market capitalization.

The Firm intends to re-assess potential financing choices following completion of the Consolidation and Title Change.

The securities described herein haven’t been, and won’t be, registered beneath america Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities legal guidelines, and accordingly, is probably not supplied or offered inside america besides in compliance with the registration necessities of the U.S. Securities Act and relevant state securities necessities or pursuant to exemptions therefrom. This press launch doesn’t represent a proposal to promote or a solicitation to purchase any securities in any jurisdiction.

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About NuLegacy Gold: Exploration: NuLegacy is targeted on exploring for high-grade Carlin-style gold deposits on its premier 108 sq. km (42 sq. mile) district scale Purple Hill property. The Purple Hill is on development/adjoining^I
to 3 of Nevada Gold Mines’ most worthwhile multi–million ounce
Carlin-type gold mines; the Pipeline, Cortez and Goldrush^II with their large 50+ million ounces gold endowment. These are three of the world’s thirty largest, lowest value, highest grade, and politically most secure gold mines, producing yearly circa 3% of the world’s gold.

1. The similarity and proximity of those deposits within the Cortez Pattern together with Goldrush usually are not essentially indicative of the gold mineralization in NuLegacy’s Purple Hill Property.
2. At present structured as an underground mine Goldrush comprises 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). Supply: Company presentation of Nevada Gold Mines – Goldrush Underground dated September 22, 2022.

On Behalf Of The Board Of NuLegacy Gold Company

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Albert J. Matter, Chief Government Officer & Cofounding Director
Tel: +1 (604) 639-3640; E-mail: albert@nuggold.com

For extra details about NuLegacy go to: www.nulegacygold.com
or www.sedarplus.ca

Dr. Roger Steininger, a Director of NuLegacy, is a Licensed Skilled Geologist (CPG 7417) and the certified individual as outlined by NI 43-101, Requirements of Disclosure for Mineral Tasks, accountable for approving the scientific and technical info contained on this information launch.

Cautionary Assertion on Ahead-Trying Data: This information launch comprises forward-looking info and statements beneath relevant securities legal guidelines, which info and/or statements relate to future occasions or future efficiency (together with, however not restricted to, the usage of proceeds from the Providing, the Consolidation, Title Change and potential future financing choices and replicate administration’s present expectations and beliefs primarily based on assumptions made by and knowledge presently obtainable to the Firm. Readers are cautioned that such forward-looking info and statements are neither guarantees nor ensures, and are topic to dangers and uncertainties that will trigger future outcomes to vary materially from these anticipated together with, however not restricted to, market circumstances, availability of financing, precise outcomes of exploration actions and drilling, unanticipated geological, stratigraphic and structural formations, misinterpretation or incorrect evaluation of projected geological constructions, alterations and mineralization, environmental dangers, working dangers, antagonistic climate circumstances, accidents, labour points, delays in acquiring governmental approvals and permits, incapacity to safe drilling tools and/or contractors on a well timed foundation or in any respect, delays in receipt of assay outcomes from third celebration laboratories, inflation, future costs for gold, modifications in personnel and different dangers within the mining business. There aren’t any assurances that the online proceeds from the Providing will likely be enough to take care of the Firm’s continued operations via December 2025 as beforehand anticipated, that the Consolidation will likely be authorised by the Firm’s shareholders and the TSXV, that the Title Change will likely be accepted by the TSXV or that the Warrant Value Modification will likely be authorised and affected on the idea contemplated or in any respect. Moreover, there aren’t any identified mineral assets or reserves within the Purple Hill Property and the presence of gold assets on properties adjoining or close to the Purple Hill Property together with the Goldrush deposit just isn’t essentially indicative of the gold mineralization on the Purple Hill Property. Future exploration packages on the Purple Hill Property, if any, will likely be exploratory searches for ore. There’s additionally uncertainty surrounding elevated inflation and excessive rates of interest, the continuing conflict in Ukraine and battle in Gaza and surrounding areas and the continued unfold and severity of COVID-19, and the affect they’ll have on the NuLegacy’s operations, personnel, provide chains, capacity to lift capital, entry properties or procure exploration tools, provides, contractors, and different personnel on a well timed foundation or in any respect and financial exercise typically. All of the forward-looking info and statements made on this information launch are certified by these cautionary statements and people in our steady disclosure filings obtainable on SEDAR+ at www.sedarplus.ca. The forward-looking info and statements on this information launch are made as of the date hereof and the Firm doesn’t assume any obligation to replace or revise them to replicate new occasions or circumstances save as required by relevant legislation. Accordingly, readers shouldn’t place undue reliance on forward-looking info and statements.

Neither the TSX Enterprise Change nor its Regulation Companies Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Change) accepts accountability for the adequacy or accuracy of this launch.

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