1911 Gold closes $13.22-million offering
2025-07-17 20:04 ET – News Release
Mr. Shaun Heinrichs reports
1911 GOLD CLOSES C$13.2 MILLION “BOUGHT DEAL” LIFE OFFERING INCLUDING INCREASED INVESTMENT BY ERIC SPROTT
1911 Gold Corp. has completed its previously announced bought deal LIFE (listed issuer financing exemption) offering for gross proceeds of $13,225,232.30, including the exercise in full of the underwriters’ option (as defined in the news release dated June 24, 2025). The offering consisted of the sale of: (i) 3.75 million common shares of the company at a price of 20 cents per NFT (non-flow-through) share; (ii) 2,924,000 common shares at a price of 34.2 cents per tranche 1 CEE (Canadian exploration expenses) share; (iii) 31,163,633 common shares at a price of 28.8 cents per tranche 2 CEE share; and (iv) 10,163,000 common shares at a price of 24.6 cents per CDE (Canadian development expenses) offered share. The CEE offered shares and CDE offered shares will qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)).
Shaun Heinrichs, president and chief executive officer of 1911 Gold, commented: “We’re extremely pleased with the overwhelming interest in this financing, which was significantly oversubscribed. Notably, Mr. Eric Sprott increased his participation and led the financing with a commitment well above his pro rata share. This additional capital positions us well to ramp up exploration and advance key development activities at the True North underground mine, in preparation for a potential restart of operations.”
Mr. Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned by him, acquired 9,288,734 common shares pursuant to the offering for total consideration of $1,857,746.80. Prior to the offering, Mr. Sprott beneficially owned or controlled 33,333,334 common shares of the company, representing approximately 16.7 per cent on a non-diluted basis. As a result of the offering, Mr. Sprott now beneficially owns or controls 42,622,068 common shares, representing approximately 17.2 per cent on a non-diluted basis. The securities are held for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities, including on the open market or through private acquisitions, or sell the securities including on the open market or through private dispositions, in the future depending on market conditions, reformulation of plans and/or other relevant factors. A copy of the early warning report with respect to the foregoing will appear on 1911 Gold’s profile on SEDAR+ and may also be obtained by calling Mr. Sprott’s office at 416-945-3294 (2176423 Ontario Ltd., 7 King St. East, Suite 1106, Toronto, Ont., M5C 3C5).
The offering was conducted on a bought deal basis led by Haywood Securities Inc. as lead underwriter and sole bookrunner, and including Velocity Trade Capital Ltd.
For 2,924,000 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 such CEE offered shares to incur eligible Canadian exploration expenses that qualify as both flow-through mining expenditures (as defined in the tax act) and flow-through mining expenditures as defined in Subsection 11.7(1) of the Income Tax Act (Manitoba) for purposes of the Manitoba mineral exploration tax credit. Such expenditures shall be incurred 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 such CEE offered shares. The company shall renounce the qualifying expenditures so incurred to the purchasers of such CEE offered shares effective on or before Dec. 31, 2025.
For 2,777,778 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 such CEE offered shares to incur eligible Canadian exploration expenses, after the closing date and prior to Oct. 31, 2025, in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of such CEE offered shares. The company shall renounce the qualifying expenditures so incurred to the purchasers of such CEE offered shares effective on or before Oct. 31, 2025.
For 28,385,855 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 such CEE offered shares to incur eligible Canadian exploration expenses, 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 such CEE offered shares. The company shall renounce the qualifying expenditures so incurred to the purchasers of such 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 eligible 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 NFT shares shall be used for general corporate and working capital purposes.
In consideration for its services, the company has paid the underwriters a cash commission of $688,513.94, equal to 6.0 per cent of the gross proceeds from the offering (subject to a reduction to 3.0 per cent on certain president’s list purchases), and 2,505,037 non-transferable compensation options, 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’s list purchases). Each compensation option is exercisable to acquire one common share of the company at a price of 22 cents per compensation option share for a period of 24 months from the closing date of the offering, except compensation options issued with respect to president’s list purchasers, with such compensation options to be exercisable at a price of 22 cents per compensation option share for a period of nine months from the closing date.
The offered shares were sold to purchasers resident in Canada pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions, and Coordinated Blanker Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The offered shares are not subject to any hold period under applicable Canadian securities legislation.
The offering is subject to final acceptance by the TSX Venture Exchange.
Certain insiders of the company (within the meaning of the rules and policies of the TSX-V) have acquired an aggregate of 10,288,734 common shares of the company in connection with the offering. The insiders’ participation in the offering therefore constitutes a related-party transaction within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation and minority security holder approval requirements of the related-party rules set out in sections 5.5(a) and 5.7(a) of MI 61-101 as the fair market value of the subject matter of the offering does not exceed 25 per cent of the market capitalization of the company. The company did not file a material change report more than 21 days before the closing of the offering as the details of the offering and the participation therein by each related party of the company were not settled until shortly prior to the closing of the offering, and the company wished to close the offering on an expedited basis for sound business reasons.
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 in Manitoba. 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.
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