Legacy Gold Announces Non-Brokered Private Placement
Calgary, Alberta--(Newsfile Corp. - February 23, 2026) - Legacy Gold Mines Ltd. (TSXV: LEGY) (the "Company" or "Legacy Gold") announces that it intends to complete a non-brokered private placement (the "Private Placement") of up to 13.33 million common shares of the Company ("Common Shares") at a price of C$0.30 per share for gross proceeds of up to C$4.0 million.
The Company intends to use the proceeds from the Private Placement to advance drilling activities at its Baner Gold Mine property (the "Property"), located in the Orogrande Mining District of Idaho, as well as to support continued business development and for general and administrative purposes.
The Private Placement is subject to the approval of the TSX Venture Exchange (the "Exchange"). The securities issued in connection with the Private Placement will be subject to a four-month hold period, in accordance with applicable securities laws.
The Company may pay a commission or finder's fee to eligible parties in connection with the Private Placement, subject to the approval of the Exchange and compliance with applicable securities laws.
About Legacy Gold Mines Ltd.
The Company is a Canadian-based gold exploration and development company that is listed on the TSX Venture Exchange under the symbol "LEGY". The Company holds an option to acquire a 100% undivided interest in and to the mineral claims comprising the Baner Gold Mine property located in Idaho County, Idaho, USA.
Additional information about the Company and the Property is available on SEDAR+ at www.sedarplus.ca under the Company's profile, including a technical report titled "NI 43-101 Technical Report on the Baner Project, Idaho County, Idaho, USA", dated effective August 1, 2024, prepared by Steven A. Osterberg, Ph.D., P.G.
This press release is not an offer of the Company's securities for sale in the United States. The Company's securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable U.S. state securities laws. The Company will not make any public offering of its securities in the United States. The Company's securities have not been and will not be registered under the U.S. Securities Act.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This press release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to completion of the proposed Private Placement, the anticipated use of proceeds of the Private Placement, timing and completion of any exploration, drilling and work programs on the Property, estimates of mineralization from drilling, sampling and geophysical surveys, geological information projected from drilling and sampling results and the potential quantities and grades of the target zones, the potential for minerals and/or mineral resources and reserves, and statements regarding the plans, intentions, beliefs, and current expectations of the Property and the Company that may be described herein. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forward-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur.
By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, as well as those risk factors discussed in the Filing Statement of the Company dated effective September 19, 2024 or referred to in the Company's annual Management's Discussion and Analysis for the year ended December 31, 2024 and the period ended September 30, 2025 available atwww.sedarplus.ca, many of which are beyond the control of the Company. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH
THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS

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Source: Legacy Gold Mines Ltd.
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