NuLegacy is a "reporting issuer" in the Canadian provinces of British Columbia, Alberta and Ontario and our common shares are currently listed for trading on the TSX Venture Exchange in Canada under the symbol "NUG".
At this time, we are not registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and therefore our shares cannot be offered, sold, pledged or otherwise transferred within the U.S. or to a U.S. person without registration under the 1933 Act and the securities laws of all applicable states of the United States, unless an exemption from registration is available.
One such exemption potentially available to our U.S. shareholders, is Rule 904 of Regulation S under the 1933 Act ("Rule 904"), which serves as a resale safe harbor allowing persons (other than the Company, a distributor, any of their respective affiliates, or any person acting on their behalf) to offer and resell shares; provided, however, that the offer to sell the shares is not made to a person in the U.S. and either:
- at the time the buy order is originated, the buyer is outside the U.S., or the seller and any person acting on its behalf reasonably believe that the buyer is outside the U.S.; or
- the transaction is executed in, on or through the facilities of a designated offshore securities market (i.e. the TSX Venture Exchange), and neither the seller nor any person acting on its behalf knows that the transaction has been pre-arranged with a buyer in the U.S.
In addition to meeting other requirements under Rule 904, no "directed selling efforts" in or into the U.S. may be used to resell the shares.
A shareholder wishing to resell shares in accordance with Rule 904 must also request that the U.S. restrictive legend be removed from the certificates representing such shares, prior to such shares being sold.
Only Computershare Investor Services Inc., the Company's register and transfer agent ("Computershare"), may remove restrictive legends from certificates representing shares of the Company, and we advise that any shareholders seeking to remove such restrictive legends should contact their securities broker or Computershare directly to obtain further instructions and the paperwork necessary to effectuate such removal including the form of declaration to be provided to your securities broker.
A sample form of declaration is included in this website; however, your securities broker may have its own form of declaration and therefore you should contact your broker directly to obtain a copy of same.
Computershare's contact information is set out below:
3rd Floor, 510 Burrard Street
Vancouver, B.C. V6C 3B9
Disclaimer: The rules and procedures concerning offshore securities transactions including, but not limited to, sales under Regulation S under the 1933 Act are technical, complex and subject to various restrictions and conditions. The foregoing does not constitute legal advice and if you have any questions or concerns regarding your ability to rely upon Regulation S to sell your shares of the Company, we strongly recommend that you seek independent legal advice before selling any such shares. Furthermore, Regulation S requires that we are a "foreign issuer" within the meaning of applicable securities laws at the time of sale of your shares of the Company. However, we are under no obligation to remain a "foreign issuer" and there are no assurances that we will be a "foreign issuer" at the time you propose to sell your shares of the Company. If we are not a "foreign issuer" at the time of sale, the exemption provided by Regulation S will not be available and the restrictive legend will remain on your share certificate(s).