1911 Gold arranges $11.5-million offering

Jun 25, 2025

2025-06-24 17:04 ET – News Release

Mr. Shaun Heinrichs reports

1911 GOLD ANNOUNCES C$11.5 MILLION “BOUGHT DEAL” LIFE OFFERING AND PRIVATE PLACEMENT

1911 Gold Corp. has entered into an agreement with Haywood Securities Inc., as lead underwriter and sole bookrunner, on its own behalf and on behalf of a syndicate of underwriters, pursuant to which the underwriters have agreed to purchase, on a bought deal basis: (i) 2.5 million common shares of the company (the non-flow-through shares) at a price of 20 cents per non-flow-through share; (ii) 2,924,000 common shares that qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)) and qualify as Canadian exploration expenses and flow-through mining expenditures as defined in the tax act and that are incurred in the province of Manitoba and qualify for the Manitoba mineral exploration tax credit (the Tranche 1 CEE shares) at a price of 34.2 cents per Tranche 1 CEE share; (iii) 26,042,000 common shares, which qualify as flow-through shares (within the meaning of the tax act) and qualify as Canadian exploration expenses as defined in the tax act (the Tranche 2 CEE shares and, together with the Tranche 1 CEE shares, the CEE offered shares) at a price of 28.8 cents per Tranche 2 CEE share; and (iv) 10,163,000 common shares which qualify as flow-through shares (within the meaning of the tax act) and qualify as accelerated Canadian development expenses as defined in the tax act (the CDE offered shares) at a price of 24.6 cents per CDE offered share for aggregate gross proceeds to the company of $11,500,202.

The company has granted the underwriters an option to purchase up to an additional 15 per cent of the underwritten offering in any combination of: (i) non-flow-through shares at the non-flow-through issue price; (ii) CDE offered shares at the CDE issue price; and (iii) CEE offered shares at the respective Tranche 1 CEE issue price and/or Tranche 2 CEE issue price, exercisable in whole or in part at any time up to 48 hours prior to the closing date of the offering.

The CEE offered shares will be offered and sold to eligible substituted purchasers pursuant to: (i) the available accredited investor, minimum amount investment, and family, friends and business associates private placement exemptions in accordance with National Instrument 45-106, Prospectus Exemptions, in each of the provinces of Canada (the CEE PP shares); and/or (ii) the listed issuer financing prospectus exemption under Part 5A of NI 45-106 and Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, in each of the provinces of Canada, except Quebec (the CEE LIFE shares), in any combination thereof. The non-flow-through shares and CDE offered shares will be offered and sold to eligible substituted purchasers pursuant to the listed issuer financing exemption in each of provinces of Canada, except Quebec. The non-flow-through shares will be offered and sold to eligible substituted purchasers pursuant to the listed issuer financing exemption in each of provinces of Canada, except Quebec, the United States and in certain offshore foreign jurisdictions. The non-flow-through shares sold to purchasers in the United States will be made on a private placement basis pursuant to one or more exemptions from registration requirements of the U.S. Securities Act of 1933, as amended. For the CEE offered shares, the company, pursuant to the provisions in the tax act, shall use an amount equal to the gross proceeds of the sale of the CEE offered shares to incur qualifying expenditures after the closing date and prior to Dec. 31, 2026, in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of CEE offered shares. The company shall renounce the qualifying expenditures so incurred to the purchasers of the CEE offered shares effective on or before Dec. 31, 2025.

For the CDE offered shares, the company, pursuant to the provisions in the tax act, shall use an amount equal to the gross proceeds of the sale of the CEE offered shares to incur accelerated Canadian development expenses after the closing date and prior to March 31, 2026, in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of CDE offered shares. The company shall renounce the qualifying expenditures so incurred to the purchasers of the CDE offered shares effective on or before March 31, 2026.

The net proceeds from the sale of the non-flow-through shares shall be used for general corporate and working capital purposes.

The non-flow-through shares, CEE LIFE shares and CDE offered shares to be issued under the offering will not be subject to resale restrictions pursuant to applicable Canadian securities laws. The CEE PP shares to be issued under the offering will be subject to a hold period in Canada expiring four months and one day from the closing date of the offering.

There is an offering document related to the offering of non-flow-through shares, CEE LIFE shares and CDE offered shares that can be accessed under the company’s profile on SEDAR+ and on the company’s website. Prospective investors of the non-flow-through shares, CEE LIFE shares and CDE offered shares should read the offering document before making an investment decision.

The offering is expected to close on or about July 17, 2025, or such other date as the company and the underwriters may agree, and is subject to certain closing conditions, including, but not limited to, the receipt of all necessary approvals, including the conditional listing approval of the TSX Venture Exchange and the applicable securities regulatory authorities. The offering is subject to final acceptance of the TSX-V.

In consideration for its services, the company has agreed to pay the underwriters a cash commission equal to 6.0 per cent of the gross proceeds from the offering (subject to reduction to 3.0 per cent on certain president list purchases) and that number of non-transferable compensation options as is equal to 6.0 per cent of the aggregate number of offered shares sold under the offering (subject to reduction to 3.0 per cent on certain president list purchases). Each compensation option is exercisable to acquire one common share of the company at a price of 22 cents for a period of 24 months from the closing date of the offering, except compensation options issued with respect to president list purchasers, with such compensation options to be exercisable at a price of 22 cents for a period of nine months from the closing date.

About 1911 Gold Corp.

1911 Gold is a junior explorer that holds a highly prospective, consolidated land package totalling more than 61,647 hectares within and adjacent to the Archean Rice Lake greenstone belt in Manitoba and also owns the True North mine and mill complex at Bissett, Man. 1911 Gold believes its land package is a prime exploration opportunity, with the potential to develop a mining district centred on the True North complex. The company also owns the Apex project near Snow Lake, Man., and the Denton-Keefer project near Timmins, Ont., and intends to focus on organic growth and accretive acquisition opportunities in North America.

1911 Gold’s True North complex and exploration land package are located within the traditional territory of the Hollow Water First Nation, signatory to Treaty No. 5 (1875 to 1876). 1911 Gold looks forward to maintaining open, co-operative and respectful communication with the Hollow Water First Nation and all local stakeholders in order to build mutually beneficial working relationships.

We seek Safe Harbor.

https://www.1911gold.com/