VANCOUVER, BC, July 29, 2026 /CNW/ -- 1911 Gold Corporation ("1911 Gold" or the "Company") (TSXV: AUMB) (OTCQX: AUMBF) (FRA: 2KY) is pleased to announce that it has closed its previously announced bought deal financing consisting of (i) 7,812,501 units (the "Units") of the Company at a price of $0.64 per Unit; (ii) 27,307,337 "Canadian development expenses" flow-through units of the Company (the "CDE Units") at a price of $0.793 per CDE Unit; and (iii) 11,961,810 "Canadian exploration expenses" flow-through units of the Company (the "Tranche 3 CEE Units" and together with the Units and CDE Units, the "Offered Securities") at a price of $0.752 per Tranche 3 CEE Unit, for gross proceeds to the Company of $35,650,000 (the "Offering"), including the exercise in full by the Underwriters' (as defined below) of the over-allotment option. The Offering was underwritten on a "bought deal" basis by a syndicate of underwriters, led by Haywood Securities Inc. ("Haywood"), as lead underwriter and sole bookrunner, and including BMO Nesbitt Burns Inc., Roth Canada, Inc. and Velocity Trade Capital Ltd. (together with Haywood, the "Underwriters").
Each Unit consists of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant of the Company (each whole purchase warrant, a "Warrant"). Each Warrant entitles the holder to acquire one common share (a "Warrant Share") at a price per Warrant Share of $1.00, subject to customary anti-dilution adjustments, until July 29, 2028.
Each CDE Unit consists of one Common Share and one-half Warrant, each issued as a "flow-through share" with respect to "Canadian development expenses" that qualify as "reaccelerated Canadian development expenses" (within the meaning of the Income Tax Act (Canada) (the "Tax Act")). Each Tranche 3 CEE Unit consists of one Common Share and one-half Warrant, each issued as a "flow-through share" with respect to "Canadian exploration expenses" (within the meaning of the Tax Act).
The Company intends to use the proceeds of the Offering to fund ongoing exploration and development activities on its True North Gold Project, technical studies and for working capital purposes, as more particularly described in the Prospectus (as defined below).
The Company filed a final short form prospectus dated July 23, 2026 (the "Prospectus") in each of the provinces of Canada (other than Québec), pursuant to National Instrument 44-101 – Short Form Prospectus Distributions to qualify the distribution of the Offered Securities pursuant to the Offering. Copies of the Prospectus and documents incorporated by reference therein are available electronically on SEDAR+ (www.sedarplus.ca) under 1911 Gold's issuer profile.
In consideration for their services, the Company has paid the Underwriters a cash commission of $2,139,000, being 6.0% of the gross proceeds from the Offering, and issued to the Underwriters 2,824,898 non-transferable compensation options (the "Compensation Options"), being 6.0% of the aggregate number of Offered Securities sold under the Offering. Each Compensation Option is exercisable to acquire one common share of the Company at a price of C$0.64 per share until July 29, 2028.
The Offering is subject to final acceptance by the TSX Venture Exchange (the "TSXV").
The Units were 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 those jurisdictions outside of Canada and the United States as were agreed to by the Company and the Underwriters on a private placement or equivalent basis, provided that no prospectus filing or comparable obligation arose and the Company did not 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 or any U.S. state securities laws, and were not offered or sold in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons (as defined in Rule 902(k) of Regulation S under the U.S. Securities Act) 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 use of net proceeds from the Offering, 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 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, www.1911gold.com
