/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO
U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
(In Canadian Dollars unless otherwise
stated)
VANCOUVER, Sept. 17, 2019 /CNW/ - NuLegacy Gold
Corporation ("NuLegacy" or the "Company") (TSXV:
NUG; OTCQB: NULG.F) announces that it has entered
into an agreement with Cormark Securities Inc. ("Cormark") as lead
agent and including Canaccord Genuity Corp. (collectively with
Cormark the "Agents"), pursuant to which they have agreed to act as
agents in connection with a fully marketed private placement
offering of units of the Company (the "Units") at a price of
$0.075 per Unit for aggregate gross
proceeds to the Company of a minimum of $4.0
million and a maximum of $7.5
million (the "Offering").
Each Unit will consist of one common share of the Company (a
"Common Share") and one-half of one Common Share purchase warrant
(each full warrant, a "Warrant"). Each Warrant will entitle the
holder to acquire one Common Share of the Company at an exercise
price of $0.12 for a period of 36
months following the closing of the Offering.
NuLegacy's CEO Albert Matter
comments that "The results of the aggressive step-out drilling
during 2018-19 significantly improved our Red Hill property's perspectivity to a Tier 1
exploration asset. This financing will allow us to further
execute on our drilling program and build upon those results and I
look forward to sharing those results over the next 6-9
months".
The net proceeds of the Offering will be used to carry out the
budgeted drilling program for the Company's 100% owned/controlled
Red Hill Property, as well as for general corporate and working
capital purposes.
The Offering is subject to certain conditions including, but not
limited to, the receipt of all necessary regulatory and other
approvals including the approval of the TSX Venture Exchange (the
"TSXV") and is scheduled to close on or about October 8, 2019, prior to which Barrick Gold
Corporation and OceanaGold Corporation have the right to elect to
participate to maintain their current equity ownership interests in
NuLegacy (as announced February 23,
2016 and April 13, 2016
respectively). In addition, it is anticipated that directors and
officers of NuLegacy (collectively "Insiders") will participate in
the Offering for up to 10 million Units.
The portions of the Offering with Insiders and, if applicable,
Barrick and OceanaGold will 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 intends to rely upon exemptions from the
requirement to obtain a formal valuation and seek minority
shareholder approval for the Offering on the basis that the fair
market value of the participation by such Insiders and, if
applicable Barrick and/or OceanaGold, in the Offering will be less
than 25% of the Company's current market capitalization.
The Agents will be entitled to a cash fee and compensation
warrants on the sale of Units in accordance with the policies of
the TSXV.
This new release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The securities
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 may not be offered or sold within
the United States or to or for the
account or benefit of a U.S. person (as defined in Regulation S
under the U.S. Securities Act) unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
To learn more about NuLegacy Gold Corp, please visit:
www.nulegacygold.com or NuLegacy's SEDAR profile at
www.sedar.com.
ON BEHALF OF THE BOARD OF NULEGACY GOLD CORPORATION
Albert Matter
Chief Executive Officer & Director
Tel: +1 (604) 639 - 3640
Email: albert@nuggold.com
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking information and
forward-looking statements under applicable securities laws, which
information and/or statements relate to future events or future
performance (including, but not limited to, the size of the
Offering, the participation by Insiders, the proposed use of
proceeds and the anticipated closing date thereof) and reflect
management's current expectations and assumptions. Such
forward-looking information and statements reflect management's
current beliefs and are 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, the availability
of financing, market conditions and future prices for gold, changes
in personnel, actual results of exploration activities,
environmental risks, operating risks, accidents, labour issues,
delays in obtaining governmental approvals and permits, and other
risks in the mining industry. There are no known resources or
reserves in the Red Hill Property and any proposed exploration
programs are exploratory searches for commercial bodies of ore. In
addition, the presence of gold resources on properties adjacent or
near the Red Hill Property is not necessarily indicative of the
gold mineralization on the Red Hill Property. 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.sedar.com. 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 under
applicable securities legislation.
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.
SOURCE NuLegacy Gold Corporation