NuLegacy Gold Closes Tranche 1 of Private Placement

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According to the regulations,
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO THE US NEWSWIRE SERVICE OR DISSEMINATION IN THE UNITED STATES OF AMERICA –

~ AGM to approve re-capitalization ~
~Exploration Update~

RENO, Nev., Aug. 28, 2024 (GLOBE NEWSWIRE) — NuLegacy Gold reported the closing of C$452,000 (45,200,000 units) of the C$1,000,000 (100,000,000 units) private placement announced on August 15, 2024.Offer“).

Crescat Capital, together with various directors and advisors of NuLegacy Gold, closed $400,000 (40 million units) of the lead order commitment to purchase 45,200,000 Units ($452,000) out of a total of 100,000,000 Units, the balance pledged for the next Offering close.

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Each unit (“Unit”) consists of one common share of the Company (“Common Share”) and one warrant transferable to purchase additional Common Shares for a period of five years in nominal¹ exercise price $0.05 (“Warrant”). For full details, see the terms sheet at: https://bit.ly/NUGtermsheets.

The final closing of the offering is scheduled for September 27, 2024, or the earlier date the Offering is sold out. The proceeds of the Offering will be used as follows and none will be used for investor relations service fees:

All securities issued in connection with the initial closing are subject to a four-month hold period expiring on December 28, 2024.

Certain directors, officers and 10% shareholders of the Issuer (collectively “Insiders”) have participated in private placements. The Insiders’ participation in the Private Placement is a “related party transaction” for the purposes of Exchange Policy 5.9 (ie Ontario Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions). For this purpose, the Issuer relies on the exemption from the requirements of “formal appraisal” and “minority shareholder approval” in sections 5.5(a) and 5.7(1)(a), of MI 61-101 on the basis that the market value equal to the participation Insiders in Private Placements are less than 25% of the current market capitalization of the Issuer.

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Exploration Update: Since the last news release on August 15, 2024, NuLegacy has compiled more exploration data and target analysis into a short power point presentation that can be viewed at: https://bit.ly/4dGecrs. Additional analysis will be provided once completed.

The securities described herein have not been, and will not be, registered in the United States Securities Act of 1933, as amended (the “US Securities Act”), or state securities laws, and as such, may not be offered or sold in the United States except in compliance with the registration requirements of the US Securities Act and applicable country. securities requirements or according to exemptions from it. This press release does not constitute an offer to sell or a solicitation to buy securities in any jurisdiction.

About NuLegacy Gold: Exploration: NuLegacy is focused on explore for high-grade Carlin-style gold deposits in its premier 108 sq. km (42 sq. miles) size of the Red Hill property district. Bukit Merah is in trend / adjacent^me
for three of Nevada Gold Mines’ most profitable multi–million ounces
Carlin type gold mines; Pipeline, Cortez and Goldrush^II with a massive 50+ million ounces of gold endowment. These are three of the thirty largest, cheapest, highest grade, and most politically secure gold mines, producing about 3% of the world’s gold annually.

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On behalf of the Board of NuLegacy Gold Corporation

Albert J. Matter, Chief Executive Officer & Cofounding Director
Phone: +1 (604) 639-3640; Email: albert@nugold.com

For more information about NuLegacy visit: www.nulegacygold.com or www.sedarplus.ca

Dr. Roger Steininger, Director of NuLegacy, is a Certified Professional Geologist (CPG 7417) and a qualified person as defined by NI 43-101, Mineral Project Disclosure Standards, responsible for approving the scientific and technical information contained in the linked power point presentation.

Cautionary Statement Regarding 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, Offers, proposed measures , the anticipated completion time and commitments of management for and insider participation in the Offering, the prospective nature of the Red Hill Properties including the targets identified therein and the proposed Consolidation) and reflect management’s current expectations and beliefs based on the assumptions made and information currently available to Company. Readers are cautioned that such information and forward-looking statements are not promises or guarantees, and are subject to risks and uncertainties that may cause future results to differ from those expected including, but not limited to, market conditions, availability of financing, in fact. results of exploration and drilling activities, geological formations, stratigraphy and unanticipated structures, misinterpretation or incorrect analysis of the geological structures depicted, changes and mineralization, environmental risks, operational risks, adverse weather conditions, accidents, labor problems , delays in obtaining approval and permission from the government. , inability to secure drilling equipment and / or contractors on time or at all, delays in receiving test results from third-party laboratories, inflation, future gold prices, personnel changes and other risks in the mining industry. There can be no assurance that the net proceeds of the Offer will be sufficient to maintain and advance the Red Hill Properties and the Company’s continued operations until December 2025 as previously announced, if the Consolidation will be approved by the Company’s shareholders and the Exchange or the Warrant repricing will be affected on a contemplated basis or in all. Furthermore, there are no mineral resources or reserves on the Red Hill Property and the presence of gold resources on properties adjacent to or near the Red Hill Property including the Goldrush deposit does not necessarily indicate 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 about high inflation and high interest rates, the ongoing war in Ukraine and Gaza and the continued spread and severity of COVID-19, and the impact this will have on our operations, personnel, supply chain, ability to raise capital NuLegacy. , property access or procure exploration equipment, suppliers, contractors, and other personnel on a timely basis or in all and economic activities in general. All information and forward-looking statements made in this news release are consistent with these cautionary statements and those contained in our continuous disclosure available on SEDAR+ at www.sedarplus.ca. The information and forward-looking statements in this news release are made as of the date hereof and the Company undertakes no obligation to update or revise them to reflect new events or circumstances, except as required by applicable law. Therefore, readers should not place undue reliance on forward-looking information and statements.

Neither the TSX Venture Exchange nor the Regulation Services Provider (as such terms are defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.

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¹ See the NuLegacy news release dated August 15, 2024, for details of the Company’s plan to reprice the exercise price of the Warrants following the Consolidation.

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