Prestwick Capital Obtains Conditional Approval for Qualifying Transaction to Become Gold Exploration and Development Company and Files Filing Statement

Calgary, Sept. 23, 2024 - Prestwick Capital Corporation Limited (TSXV: PWIK.P) ("Prestwick" or the "Company"), a "capital pool company", is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the "Exchange") for its previously announced "Qualifying Transaction" (the "Transaction"), with the result that the Company will acquire an option to acquire a 100% undivided interest in and to the mineral claims comprising the Baner gold project located in Idaho County, Idaho, USA (the "Baner Gold Project"). Upon completion of the Transaction, the Company is expected to be a Tier 2 mining issuer on the Exchange, with a focus on gold exploration and development. The Transaction remains subject to final approval of the Exchange.

The Company, upon and subject to completion of the Transaction will continue under the name "Legacy Gold Mines Ltd." and trade on the Exchange under the symbol "LEGY". The Transaction is expected to close on or about October 3, 2024.

The Company has filed a filing statement today that is dated effective September 19, 2024 (the "Filing Statement") with the Exchange and on the Company's SEDAR+ profile at www.sedarplus.ca. Additional information in respect of the Transaction, the Company and the Baner Gold Project can be found in the Filing Statement.

In accordance with the policies of the Exchange, the Company's common shares are presently halted, and it is expected they will remain halted until the Exchange provides final approval of the Transaction, and it is completed.


Additional Information

For further information, please contact:
Prestwick Capital Corporation Limited
Gordon Chmilar, Chief Financial Officer and Director
Telephone: +1-403-589-2468
Email: gordon@modernfinancelaw.com



Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.


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.


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 the proposed timing for completion of the Transaction; the ability of Prestwick to complete the Transaction; the resumption in trading of the common shares of the Company; the Company's future business operations and results; the receipt of all necessary shareholder, Exchange, securities regulatory authority and other third party consents and approvals; and the receipt by Prestwick of an exemption from the sponsorship requirements of the Exchange. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors, which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive shareholder or regulatory approvals; and the results of continued development, marketing and sales. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Prestwick disclaims any intention or obligation to update or revise any forward-looking statements, whether because of new information, future events or otherwise, except as required by law.

SOURCE: Legacy Gold Mines Ltd.