NuLegacy Gold reports closing C$452,000 (45,200,000 units) out of
the C$1,000,000 (100,000,000 unit) private placement announced
August 15, 2024 (the “
Offering”).
Crescat Capital, together with various NuLegacy
Gold directors and advisors, are closing on $400,000 (40 million
units) of their lead order commitment to purchase 45,200,000 Units
($452,000) of the total 100,000,000 Units, the balance pledged for
the next closing of the Offering.
Each unit (a “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 $0.05 (the “Warrant”). For
full details see terms sheets at: https://bit.ly/NUGtermsheets.
Final closing of the offering is scheduled for
September 27, 2024, or such earlier date as the Offering has been
sold out. The proceeds of the Offering shall be used as follows and
none shall be used for investor relations service fees:
|
|
Expenditure Item |
Assuming 100% of the Offering |
Mineral Properties Maintenance Costs |
$399,000 |
General and Administrative |
$300,000 |
Issue expenses est’d. |
$75,000 |
Unallocated Working Capital |
$226,000 |
Total: |
$1,000,000 |
|
|
All securities issued in connection with the
initial closing are subject to a four month hold period expiring
December 28, 2024.
Certain directors, officers and 10% shareholders
of the Issuer (collectively the “Insiders”) have participated in
the private placement. The participation of the Insiders in the
Private Placement constitutes “related party transactions” for the
purposes of Exchange Policy 5.9 (i.e. Ontario Multilateral
Instrument 61-101 Protection of Minority Securityholders in Special
Transactions). To this end, the Issuer is relying upon the
exemptions from the “formal valuation” and “minority shareholder
approval” requirements in sections 5.5(a) and 5.7(1)(a),
respectively, of MI 61-101 on the basis that the fair market value
of the participation by the Insiders in the Private Placement is
less than 25% of the Issuer's current market capitalization.
Exploration Update: Since our
last news release of August 15, 2024, NuLegacy has compiled more of
the new exploration data and target analysis into a short power
point presentation which can be viewed at: https://bit.ly/4dGecrs.
Additional analysis will be provided as completed.
The securities described herein have not been,
and will not be, registered under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act"), or any state
securities laws, and accordingly, may not be offered or sold within
the United States except in compliance with the registration
requirements of the U.S. Securities Act and applicable state
securities requirements or pursuant to exemptions therefrom. This
press release does not constitute an offer to sell or a
solicitation to buy any securities in any jurisdiction.
About NuLegacy Gold:
Exploration: NuLegacy is focused on exploring for
high-grade Carlin-style gold deposits on its premier 108
sq. km (42 sq. mile) district scale Red Hill property. The Red Hill
is on trend/adjacentI to three of Nevada Gold Mines’ most
profitable multi-million ounce
Carlin-type gold mines; the Pipeline, Cortez and
GoldrushII with their massive 50+ million ounces gold endowment.
These are three of the world’s thirty largest, lowest cost, highest
grade, and politically safest gold mines, producing annually circa
3% of the world’s gold.
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. |
|
|
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 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 the linked power point presentation.
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, its
proposed size, timing for completion and anticipated lead
commitment for and participation of insiders in the Offering, the
prospective nature of the Red Hill Property including the targets
identified thereon and the proposed Consolidation) 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 risks, adverse
weather conditions, accidents, labour 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 net proceeds from
the Offering will be sufficient to maintain and advance the Red
Hill Property and the Company’s continued operations through
December 2025 as previously announced, that the Consolidation will
be approved by the Company’s shareholders and the Exchange or that
the Warrant repricing will be affected on the basis contemplated or
at all. Furthermore, there are no known mineral resources or
reserves in the Red Hill Property 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. Future exploration
programs on the Red Hill Property, if any, will be exploratory
searches for ore. There is also uncertainty surrounding elevated
inflation and high interest rates, the ongoing wars in Ukraine and
Gaza and the continued spread and severity of COVID-19, 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.
_________________________ 1 See NuLegacy’s news
release dated August 15, 2024, for details of the Company’s plan to
reprice the exercise price of the Warrants post-Consolidation.
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