NuLegacy Reports Insider Participation in Private Placement
August 19 2024 - 3:15PM
Further to the news release of August 15th, 2024 reporting a
private placement1 of 100,000,000 units (the “Units”) at a price of
C$0.01 per Unit to raise gross proceeds of C$1.0 million (the
“Offering”), NuLegacy Gold reports an Insider has sold a portion of
their existing free trading shares of the Company to facilitate
purchases by investors seeking free-trading shares (as opposed to
four months hold units) with the proceeds of such Insider sales to
fund subscription for additional Units under the Offering.
As reported in his insider trading reports, Mr.
Albert Matter, NuLegacy’s CEO, sold 10,000,000 shares for proceeds
of $50,000 and will subscribe for 5.0 million additional units; Mr.
Matter had previously committed to subscribing for 10.0 million
units, raising his total participation in the offering to 15.0
million units (Cdn $150,000).
The participation by directors and/or officers
(collectively the “Insiders”) in the Offering will
be exempt from the formal valuation and minority shareholder
approval requirements of MI 61-101 pursuant to sections 5.5(a) and
5.7(1)(a) of MI 61-101 based on the fact that neither the fair
market value of the Units subscribed for by the Insiders, nor the
consideration for the Units to be paid by the Insiders, will exceed
25% of the Company’s total market capitalization
The completion of the Offering is subject to,
among other things, acceptance of the TSX Venture Exchange (the
“TSXV”), and all securities issued pursuant to the
Offering will be subject to a four month hold period from the date
of Closing.
About NuLegacy Gold: NuLegacy
Gold’s focus is exploring for a high-grade Carlin-style gold
deposit on its flagship 108 sq. km (42 sq. mile) district scale Red
Hill Property in the Cortez gold trend of Nevada directly on trend
and adjacentI to three, multi-million ounce Carlin-type gold
deposits (Pipeline, Cortez Hills and Goldrush) that are three of
the world’s thirty largest, lowest cost, highest grade and
politically safest gold mines and are three of Nevada Gold Mines’
most profitable mines.II
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
|
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. |
This news release does not constitute an offer
to sell or a solicitation of an offer to buy nor shall there be any
sale of any of the securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful, including any of the
securities in the United States of America. The securities have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "1933 Act") or any state securities
laws and may not be offered or sold within the United States or to,
or for account or benefit of, U.S. Persons (as defined in
Regulation S under the 1933 Act) unless registered under the 1933
Act and applicable state securities laws, or an exemption from such
registration requirements is available.
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, the
proposed size, timing and use of proceeds therefrom and the
anticipated lead order for and participation of Insiders in the
Offering, the prospective nature of and proposed 2023 drill program
at Red Hill including the priority drill targets and the estimated
timing, costs and potential results thereof, and the potential
continuity of major structures and host rocks and link between gold
mineralization and metamorphic alteration at nearby and adjacent
gold deposits including Goldrush to Red Hill) 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,
accidents, labor 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 Company will successfully complete
the Offering to raise sufficient funds to conduct the proposed 2023
drill program, in whole or in part. Furthermore, there are no known
mineral resources or reserves in the Red Hill Property, any
proposed exploration programs are exploratory searches for bodies
of ore 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. There is also uncertainty about the continued spread and
severity of COVID-19, the ongoing war in Ukraine, elevated
inflation and high interest rates 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 TSXV policies impose a four month
hold on private placements priced at less than C$0.05 per
share.
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