NuLegacy Gold terminates Private Placement

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.

1. 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.
2. 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: [phone]; Email: [e-mail]

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.