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THE FINAL SHORT FORM PROSPECTUS IS ACCESSIBLE THROUGH SEDAR+
VANCOUVER, BC, July 23, 2026 /CNW/ -- 1911 Gold Corporation ("1911 Gold" or the "Company") (TSXV: AUMB) (OTCQX: AUMBF) (FRA: 2KY) is pleased to announce that, further to its news releases dated June 16, 2026 and June 17, 2026, it has filed a final short form prospectus dated July 23, 2026 (the "Prospectus") with the securities commissions in each of the provinces of Canada (other than Québec) in connection with its bought deal public offering of: (i) 7,812,500 units (the "Units") of the Company at a price of $0.64 per Unit (the "Issue Price"); (ii) 12,610,400 "Canadian development expenses" flow-through units of the Company (the "CDE Units") at a price of $0.793 per CDE Unit (the "CDE Issue Price"); and (iii) a combination of: (A) "Canadian exploration expenses" flow-through units of the Company (the "Tranche 1 CEE Units") at a price of $0.864 per Tranche 1 CEE Unit, (B) "Canadian exploration expenses" flow-through units of the Company (the "Tranche 2 CEE Units") at a price of $1.011 per Tranche 2 CEE Unit, (C) "Canadian exploration expenses" flow-through units of the Company (the "Tranche 3 CEE Units" and together with the Units, CDE Units, Tranche 1 CEE Units and Tranche 2 CEE Units, the "Offered Units") at a price of $0.752 per Tranche 3 CEE Unit, (D) CDE Units at the CDE Issue Price, and (E) Units at the Issue Price, for aggregate gross proceeds to the Company from the sale of the Offered Units of $31,000,000 (the "Offering"), as further described in the Prospectus. In connection with the Offering, the Company entered into an underwriting agreement with Haywood Securities Inc. ("Haywood"), as lead underwriter and sole bookrunner, on its own behalf and on behalf of a syndicate of underwriters, including BMO Nesbitt Burns Inc., Roth Canada, Inc., and Velocity Trade Capital Ltd. (together with Haywood, the "Underwriters"). The Company has granted the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 15% of the Offering in any combination of Units, CDE Units, Tranche 1 CEE Units, Tranche 2 CEE Units and Tranche 3 CEE Units at their respective issue prices, on the same terms and conditions as the Offering, exercisable at any time, in whole or in part, until the date that is 30 days following the closing of the Offering.
Delivery of the Prospectus and any amendment will be satisfied in accordance with the "access equals delivery" provisions of applicable securities legislation. The Prospectus is accessible on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile. Alternatively, an electronic or paper copy of the Prospectus and any amendment may be obtained, without charge, from Haywood Securities Inc. by email at ecm@haywood.com by providing Haywood Securities Inc. with an email address or address, as applicable. The Prospectus contains important, detailed information about the Company and the Offering. Prospective investors should read the Prospectus before making an investment decision.
The Offering is subject to certain conditions including, but not limited to, the final approval of the TSX Venture Exchange (the "TSXV"). The Offering is expected to close on or about July 29, 2026.
The Offered Units will be offered by way of the Prospectus to be filed in all provinces of Canada (other than Quebec). The Offered Units may also be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable state securities laws, and in jurisdictions outside of Canada and the United States as are agreed to by the Company and the Underwriters on a private placement or equivalent basis, provided that no prospectus filing or comparable obligation arises and the Company does not thereafter become subject to continuous disclosure obligations in such jurisdictions. The securities offered in the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About 1911 Gold Corporation
1911 Gold is an advanced gold explorer and developer focused on its 100%-owned True North Gold Project in the Archean Rice Lake Greenstone Belt in Manitoba, Canada. The Company controls a large ~62,000-hectare land package with numerous past-producing gold operations within trucking distance of the fully built and permitted True North mine and mill complex. 1911 Gold is positioning itself to make a decision on restarting operations in the future, highlighting a unique investment opportunity with significant exploration upside. The strategy is to build a district-scale gold mining operation around a centralized infrastructure to support a socially and environmentally responsible, long-term mining operation with a growing mineral resource base.
1911 Gold's True North complex and the exploration land package are located within and among the First Nation communities of the Hollow Water First Nation and the Black River First Nation. 1911 Gold looks forward to maintaining open, cooperative, and respectful communications with all of our local communities and stakeholders to foster mutually beneficial working relationships.
ON BEHALF OF THE BOARD OF DIRECTORS
Shaun Heinrichs
President and CEO
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains forward-looking information or forward-looking statements within the meaning of applicable securities laws (collectively, "forward-looking statements"). Often, but not always, forward-looking statements can be identified by the use of words and phrases such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or that describe a "goal", or variations of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
All statements that address expectations or projections about the future, including, but not limited to, statements with respect to, the timing and completion of the Offering and the Over-Allotment Option in respect thereof, the receipt of all necessary approvals, including the final approval of the TSXV, the tax treatment of the securities issued under the Offering, the incurrence and renunciation of qualifying expenses by the Company under the Tax Act and The Income Tax Act (Manitoba), and the Company's objectives, goals and future plans and strategies, are forward-looking statements.
All forward-looking statements reflect the Company's beliefs and assumptions based on information available at the time the statements were made. Actual results or events may differ from those predicted in these forward-looking statements. All of the Company's forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements, including the assumptions listed below. Although the Company believes that these assumptions are reasonable, this list is not exhaustive of factors that may affect any of the forward-looking statements.
Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, predictions, projections, forecasts, performance or achievements expressed or implied by the forward-looking statements.
Although 1911 Gold has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking 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.
All forward-looking statements contained in this news release are given as of the date hereof. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.
Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
SOURCE 1911 Gold Corporation
For further information, please contact: Shaun Heinrichs, President and Chief Executive Officer, (604) 674-1293, ir@1911gold.com
