Mr. Albert Matter reports

NULEGACY REPORTS ON INSIDER PARTICIPATION IN ITS PRIVATE PLACEMENT

Further to NuLegacy Gold Corp.'s news release of Sept. 12, 2023, reporting a private placement of 100 million units at a price of 2.5 cents per unit to raise gross proceeds to the company of $2.5-million, as per paragraph eight of the aforementioned news release, "Certain insiders have made available for sale a portion of their existing free-trading shares of the company [...] to facilitate purchases by investors seeking free-trading shares [...] (as opposed to four-month hold units) with proceeds of such insiders sales to fund subscription for units under the offering."

As reported in his insider trading reports, Albert Matter, NuLegacy's chief executive officer, has made available approximately 10 million shares for proceeds of approximately $168,000 and thus will subscribe for 6.7 million units (approximately $168,000). Mr. Matter further commits to subscribing for an additional 3.3 million units to raise his participation in this offering to a minimum of 10.0 million units.

Mr. Matter commented: "Hunting for elephants in Nevada is a unique enterprise ...mostly undertaken by the big-game hunters (Barrick, Newmont et cetera), and it took Barrick more than 10 years and approximately $125-million (U.S.) to find our neighbour, the 10-million-ounce Goldrush deposit.

"We've spent approximately $35-million (U.S.) over a 'lucky 13' years, ... and with the recent addition of the 'Goldrush Three,' I believe we have improved our prospects of 'bagging an elephant of a gold deposit' significantly."

Up to 80 per cent of the net proceeds of this offering will be used to carry out NuLegacy's planned 2023 exploration program of five or more reverse circulation drill holes on the company's flagship 108-square-kilometre Red Hill property in the Cortez gold trend of Nevada at a budgeted cost of $1.25-million (U.S.) ($1.75-million (Canadian)). The balance of the net proceeds from the offering will be used for general corporate and working capital purposes, including management fees and salaries.

Drilling is expected to begin within 10 days of closing of the offering, with an initial closing expected to occur on or about Oct. 12, 2023, or such earlier date as the company has received subscriptions for more than 50 per cent of the offering.

Each unit consists of one common share of the company and one transferable common share purchase warrant. Each warrant will entitle the holder to acquire one common share of the company for a five-year term following closing of the offering at an exercise price of five cents subject to acceleration only in the event of a takeover bid, merger, plan of arrangement or similar business combination transaction of the company, provided the then trading price of the company's shares is at least 15 cents per share.

Mr. Matter commented, "In the event of oversubscription, the company will seek to accommodate long-term shareholders."

The offering includes a lead order from Crescat Capital, a United States-based investment fund, to a minimum of 10 per cent of the offering, up to 10 million units or $250,000. In addition, certain directors and/or officers of NuLegacy will participate in the offering to a minimum of 15 per cent of the offering of up to 15 million units or $375,000, which participation will constitute a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).

The company expects that the participation by directors and/or officers 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 per cent of the company's market capitalization. NuLegacy further understands that certain insiders will make available for sale a portion of their existing free-trading shares of the company in the market prior to closing to facilitate purchases by investors seeking free-trading shares of the company (as opposed to four-month hold units), with proceeds of such insider sales to finance subscription for units under the offering.

The completion of the offering is subject to, among other things, acceptance of the TSX Venture Exchange, and all securities issued pursuant to the offering will be subject to a four-month hold period from the date of closing.

The company has engaged Canaccord Genuity Corp. to function as its financial adviser for the offering. The company may pay finders' fees in cash, shares or warrants, or any combination thereof to certain finders and/or advisers in connection with the sale of units in accordance with the policies of the TSX Venture Exchange. The fees payable to Canaccord Genuity for acting as financial adviser for the offering will be a financial advisory fee consisting of 2.5 million common shares of the company at a deemed price of 2.5 cents per common share.

About NuLegacy Gold Corp.

NuLegacy's focus is discovering a high-grade Carlin-style gold deposit on its flagship 108-square-kilometre (42-square-mile) district-scale Red Hill property in the Cortez gold trend of Nevada directly on trend and adjacent to three multimillion-ounce Carlin-type gold deposits (Pipeline, Cortez Hills and Goldrush) that are ranked amongst the world's 30 largest, lowest-cost, highest-grade and politically safest gold mines, and are three of Nevada Gold Mines' most profitable mines.

Dr. Roger Steininger, a director of NuLegacy, is a certified professional geologist (CPG 7417) and the qualified person as defined by National Instrument 43-101 (Standards of Disclosure for Mineral Projects), responsible for approving the scientific and technical information.

We seek Safe Harbor.