Mr. Albert Matte reports

NULEGACY REPORTS ON ADDITIONAL INSIDER PARTICIPATION IN ITS PRIVATE PLACEMENT

Further to NuLegacy Gold Corp.'s news release of Sept. 12, 2023, announcing 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, NuLegacy Gold advises that as reported in his insider trading reports, Alexander Davidson, NuLegacy's chairman, has made available for sale of about 7.5 million shares and will use the full proceeds to subscribe for 4.5 million of the 2.5 cents units of this private placement.

Mr. Davidson commented, "As reported on Sept. 17, Mr. Matter and I are determined to see the above referenced funding of NuLegacy's drilling program succeed."

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). 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.

Chief executive officer Albert Matter comments that, "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 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 (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 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 insiders 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-V. The fees payable to Canaccord Genuity Corp. 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.

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