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.
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”).
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 the exemptions from
the valuation and minority shareholder approval requirements of
Multilateral Instrument 61-101 contained in sections 5.5(a) and
5.7(1)(a) thereof for the Units issued to Crescat and various
directors and officers of the Company under the Offering on the
basis that the fair market value of the consideration for such
Units did not exceed 25% of the Company’s market
capitalization.
The Company intends to re-assess potential
financing options following completion of the Consolidation and
Name Change.
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.
- 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.
- 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 this news release.
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 use of proceeds
from the Offering, the Consolidation, Name Change and potential
future financing options 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 the Company’s continued
operations through December 2025 as previously anticipated, that
the Consolidation will be approved by the Company’s shareholders
and the TSXV, that the Name Change will be accepted by the TSXV or
that the Warrant Price Amendment will be approved and 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
war in Ukraine and conflict in Gaza and surrounding regions 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.
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