Mr. Albert Matter reports

NULEGACY GOLD COMMENCES CDN $ 1.0 MILLION UNIT PRIVATE PLACEMENT

NuLegacy Gold Corp. has commenced a private placement of 100 million units at a price of one cent per unit for gross proceeds of $1.0-million sufficient to maintain the ownership and advance the value of its 100-per-cent ownership/controlling interest in the highly prospective Red Hill property in the Cortez gold trend of Nevada through to December, 2025.

Each unit consists of one common share of the company and one transferable warrant to purchase an additional common share for a period of five years at a nominal one exercise price of five cents per share.

NuLegacy Gold is pleased to report that Crescat Capital, together with NuLegacy's directors and advisers have provided a minimum lead commitment of $550,000 to purchase 55 million units of the total 100-million-unit offering described herein. Use of proceeds are shown in the attached table.

Exploration update: Since December, 2023, the company's exploration manager, Charles Weakly, and its team of successful Carlin deposit discovery geologists completed a deep dive into the Red Hill database:

• Affirming the promise of the previously identified as yet untested targets (four) in the Mid and South-rifts;
• Adding two new targets, one of which is outside the previous focus of exploration area, thus warranting this disclosure:
  • Located well to the west and identified by the tried and true "hand-calculations and cross-section creation" of Robert Leonardson, long considered the "dean" of Carlin-type gold system geologists;
  • Geologically analogous to the prolific Cambrian dolomite/Eureka gold systems just south of Red Hill in the Cortez trend, further details to follow upon full team review.

An annual general meeting is being called for Oct. 7, 2024, to approve capitalization restructuring: With the change of scale in the company's operations, it is considered the appropriate time for a rollback/reverse split of the company's issued capital to assist the company in re-establishing itself as a viable enterprise.

NuLegacy Gold intends to seek shareholder and TSX Venture Exchange approvals for a consolidation or reverse split of its capital stock on the basis of a one new share for 25 old shares ratio (the consolidation). The consolidation shall be subject to approval of 50 per cent plus one vote of the votes cast at the company's 2024 annual general meeting of shareholders as planned for Oct. 7, 2024, to consider and, if deemed appropriate, approve the consolidation.

Following the approvals and implementation of the consolidation, the postconsolidated warrant exercise price would be deemed to be $1.25; however, the company intends to apply to the exchange to have the warrant exercise price amended to an exercise price of 50 cents (the price amendment). Effectively that would make the warrant exercisable at two cents per share on a prereverse split basis, and the company's new capitalization will be substantially as shown in the attached table on a 1:25 post and prereverse split (RS) basis.

As a condition for acceptance of the price amendment, the exchange 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 shares as traded on the exchange exceeds the new exercise price by 25 per cent or more (in example, 62.5 Canadian cents or more), then the warrants shall have a reduced exercise period of 30 days (the accelerated exercise period) which will begin no more than seven calendar days after the 10th premium trading day.

Property cost rationalization: NuLegacy Gold also announces that its subsidiary, NuLegacy Gold Corp. NV (NuLegacy U.S.), and Idaho Resources Corp., a subsidiary of Metalla Royalty & Streaming Ltd., have amended NuLegacy U.S.'s mining lease over a portion of the unpatented lode mining claims comprising the Red Hill property (the Idaho claims) to eliminate NuLegacy U.S.'s obligation to incur annual exploration expenditures of approximately $150,000 (U.S.) per annum on or for the benefit of the Idaho claims for calendar years 2024 and 2025 in consideration for NuLegacy Gold issuing, subject to acceptance of the exchange, a total of 42 million units to Metalla at a deemed price of one cent per amendment unit and having an aggregate deemed price of $420,000. The amendment units will be issued on the same basis as the units being offered under the offering including, upon completion of the consolidation and exchange acceptance, the price amendment and accelerated exercise period. The company shall also discharge the 2-per-cent GSR in favour of NuLegacy Gold on the claims covered by the Idaho lease.

Mini-max participation: Apart from the Lead commitment, the minimum individual participation has been set at $3,500/$2,500 (U.S.), to provide the company's many long-term individual shareholders with the opportunity to participate. As most of the company's expenditures are in United States dollars the company is happy to receive subscription payments in U.S. dollars at a conversion price set at $1 (U.S.) equals $1.40.

Minimum/maximum subscriptions: Initial closing is scheduled for Aug. 27, 2024.

Business and further cost rationalization:

• As reported above, with the generous co-operation of the lessor of the Idaho claims, the company reduced Red Hill's claims maintenance budget to a more manageable approximately $275,000 (U.S.)/year for 2024 and 2025 (from the approximately $500,000 (U.S.) of BLM fees and minimum exploration expenditures, et cetera).
• Since suspending drilling in December, 2023, costs have been reduced significantly while advancing Red Hill's value (see herein under "target/exploration update"):
  • Executive management personnel have been reduced by half, and the salaries/fees of the remaining executives have been reduced by 25 per cent.
  • Administrative staffing has also been reduced to the minimum required for maintenance of the company's continuing business.
• Currently, NuLegacy Gold has four directors, and a search has begun to add two new directors, thus allowing the company's aging founding director Dr. Steininger the opportunity to retire, and to add new energy to the company by having one of the candidates possibly assume the role of CEO, allowing Mr. Matter, who has had some health issues, to reduce his executive commitment to the company.

Offering notes: The offering is subject to, among other things, acceptance of the exchange and all securities issued pursuant to the offering will be subject to a four-month hold period from the date of closing. In addition to any applicable resale restrictions under securities laws, all securities issued at a price or deemed price that is less than five cents, will be subject to the exchange hold period of four months and legended accordingly. The company may pay 7-per-cent finders' fees in cash or common shares or any combination thereof to certain finders and/or advisors in connection with the sale of units in accordance with the policies of the exchange.

Pursuant to the lead commitment, insiders of the company have committed to subscribe for a minimum of 55 million units of the offering. Such insider participation will be exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 by virtue of the exemptions contained in sections 5.5(a) and 5.7(1) (a) of MI 61-101 on the basis that the fair market value of the consideration for the units to be issued to the insiders will not exceed 25 per cent of the company's market capitalization.

The company expects to file a material change report in connection with, inter alia the offering less than 21 days before the expected closing of the offering as the company wishes to close on an expedited basis in order to fund the annual BLM and county maintenance fees for the Red Hill property prior to the Sept. 1, 2024, deadline and for sound business reasons.

About NuLegacy Gold Corp.

NuLegacy is focused on exploring for high-grade Carlin-style gold deposits on its premier 108-square-kilometre (42-square-mile) district-scale Red Hill property. The Red Hill is on trend/adjacent to three of Nevada Gold Mines' most profitable multimillion-ounce Carlin-type gold mines, the Pipeline, Cortez and Goldrush, with their massive 50-plus-million-ounce gold endowment. These are three of the world's 30 largest, lowest-cost, highest-grade and politically safest gold mines, producing annually approximately 3 per cent of the world's gold.

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 contained in this news release.

We seek Safe Harbor.