/ NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /
VANCOUVER, BC, Dec. 4, 2025 /CNW/ - 1911 Gold Corporation ("1911 Gold" or the "Company") (TSXV: AUMB) (FRA: 2KY) is pleased to announce that it has completed its previously announced "best efforts" LIFE offering (the "LIFE Offering") and private placement (the "PP Offering", and together with the LIFE Offering, the "Offering") for gross proceeds of C$23,001,103, including the exercise in full of the Agents' Option (as defined in the press release dated November 12, 2025).
The Offering was conducted on a "best efforts" basis led by Haywood Securities Inc. ("Haywood") as lead agent and sole bookrunner, and including Velocity Trade Capital Ltd. (together with Haywood, the "Agents").
The LIFE Offering consisted of the sale of: (i) 8,065,000 "Canadian development expenses" flow-through units (the "CDE Offered Units") at a price of C$0.992 per CDE Offered Unit (the "CDE Issue Price"); and (ii) 3,418,500 "Canadian exploration expenses" flow-through units (the "Tranche 1 CEE LIFE Units") at a price of C$1.104 per Tranche 1 CEE LIFE Unit (the "Tranche 1 CEE Issue Price") for aggregate gross proceeds to the Company from the sale of CDE Offered Units and Tranche 1 CEE LIFE Units of C$11,774,504.
Additionally, the PP Offering consisted of the sale of: (i) 5,000,000 units of the Company (the "Non-FT Units") at a price of C$0.80 per Non-FT Unit (the "Non-FT Issue Price"); (ii) 2,469,399 "Canadian exploration expenses" flow-through units (the "Tranche 1 CEE PP Units" and together with the Tranche 1 CEE LIFE Units, the "Tranche 1 CEE Units") at the Tranche 1 CEE Issue Price; and (iii) 3,472,518 "Canadian exploration expenses" flow-through units (the "Tranche 2 CEE Units") at a price of C$1.296 per Tranche 2 CEE Unit (the "Tranche 2 CEE Issue Price") for aggregate gross proceeds to the Company from the sale of the Non-FT Units, Tranche 1 CEE PP Units and Tranche 2 CEE Units of C$11,226,599. The CDE Offered Units, Tranche 1 CEE Units, Tranche 2 CEE Units, and Non-FT Units are referred to herein as the "Offered Units".
Each CDE Offered Unit consists of one common share issued as a "flow-through share" with respect to "Canadian development expenses" that qualifies as "accelerated Canadian development expenses" (within the meaning of the Tax Act) and one-half of one common share purchase warrant of the Corporation (each whole purchase warrant, a "Warrant"). Each Tranche 1 CEE Unit consists of one common share issued as a "flow-through share" with respect to "Canadian exploration expenses" (within the meaning of Tax Act) and one-half Warrant. Each Tranche 2 CEE Unit consists of one common share issued as a "flow-through share" with respect to "Canadian exploration expenses" (within the meaning of Tax Act) that qualify as "flow through mining expenditures" and that are incurred in the province of Manitoba and qualify for the 30% provincial Manitoba Mineral Exploration Tax Credit and one-half Warrant. Each Non-FT Unit consists of one common share and one-half of one Warrant. Each Warrant entitles the holder to acquire one common share (a "Warrant Share") at a price per Warrant Share of $1.20 for a period of 24 months from the closing date of the Offering (the "Closing Date").
The Company, pursuant to the provisions in the Tax Act shall use an amount equal to the gross proceeds of the sale of the Tranche 1 CEE Units to incur qualifying expenditures after the Closing Date and prior to December 31, 2026 in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of Tranche 1 CEE Units. The Company shall renounce the qualifying expenditures so incurred to the purchasers of the Tranche 1 CEE Units effective on or before December 31, 2025.
The Company, pursuant to the provisions in the Tax Act shall use an amount equal to the gross proceeds of the sale of the Tranche 2 CEE Units to incur qualifying expenditures after the Closing Date and prior to December 31, 2026 in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of Tranche 2 CEE Units. The Company shall renounce the qualifying expenditures so incurred to the purchasers of the Tranche 2 CEE Units effective on or before December 31, 2025.
The Company, pursuant to the provisions in the Tax Act shall use an amount equal to $2,000,000 of the gross proceeds of the sale of the CDE Offered Units to incur "accelerated Canadian development expenses" after the Closing Date and prior to March 31, 2026 in the aggregate amount of not less than $2,000,000 of the gross proceeds raised from the issue of CDE Offered Units. Additionally, the Company, pursuant to the provisions in the Tax Act shall use an amount equal to the gross proceeds of the sale of the CDE Offered Units, less $2,000,000, to incur "accelerated Canadian development expenses" after the Closing Date and prior to June 30, 2026 in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of CDE Offered Units, less $2,000,000. The Company shall renounce the qualifying expenditures so incurred to the purchasers of the CDE Offered Units effective on or before March 31, 2026 with respect to $2,000,000 and June 30, 2026 with respect to the remainder of the gross proceeds raised from the issue of CDE Offered Units.
The net proceeds from the sale of the Non-FT Units shall be used for general corporate and working capital purposes.
The CDE Offered Units and Tranche 1 CEE LIFE Units are not subject to resale restrictions pursuant to applicable Canadian securities laws.
The Non-FT Units, Tranche 1 CEE PP Units, and Tranche 2 CEE Units are subject to a hold period in Canada expiring four months and one day from the Closing Date.
In consideration for their services, the Company has paid the Agents a cash commission equal to 6.0% of the gross proceeds from the Offering (subject to a reduction to 3.0% on certain president's list purchases) and that number of non-transferable compensation options (the "Compensation Options") as is equal to 6.0% of the aggregate number of Offered Units sold under the Offering (subject to reduction to 3.0% on certain president's list purchases). Each Compensation Option is exercisable to acquire one common share of the Company at a price of C$0.80 per share for a period of 24 months from the Closing Date, except Compensation Options issued with respect to president's list purchasers, with such Compensation Options to be exercisable at a price of C$0.80 per Compensation Option Share for a period of nine months from the Closing Date.
The Offered Units 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 Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption and to eligible purchasers resident in jurisdictions outside of Canada (including to purchasers resident in the United States pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended), in each case in accordance with all applicable laws. The Offered Units 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 TSXV) (the "Insiders") have acquired an aggregate of 12,500 units of the Company in connection with the Offering. The Insider's participation in the Offering therefore constitutes a "related-party transaction" within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). 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% 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.
The Offered Units have not been registered and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to U.S. Persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Other Business
Shares-for-Services Transaction
The Company also announces that the TSX Venture Exchange has provided conditional approval for a submission made by the Company in early 2025, to issue an aggregate of 1,500,000 common shares in the capital of the Company to 2743708 Ontario Inc. (the "Service Provider") at a deemed issue price of $0.20 per common share in satisfaction of an aggregate of $300,000 in obligations due to the Service Provider, in consideration for certain corporate development and advisory services provided by the Service Provider (during 2024 and early 2025) to the Company (the "Shares-for-Services Transaction"). The common shares issued pursuant to the Shares-for-Services Transaction will be subject to a four month hold period under applicable securities laws.
Amendment to Restricted Share Unit Grant
The Company also announces that, further to its press release of October 28, 2025, it has amended the terms of the 300,000 restricted share units ("RSUs") granted to Éric Vinet, such that 100,000 RSUs shall now vest on each of December 1, 2026, December 1, 2027, and December 1, 2028.
About 1911 Gold Corporation
1911 Gold is a junior explorer and developer that holds a highly prospective, consolidated land package totaling 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, 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, Manitoba and the Denton-Keefer project near Timmins, Ontario, and intends to focus on organic growth and accretive acquisition opportunities in North America.
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 may contain forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or describes a "goal", or variation of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
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, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. All statements that address expectations or projections about the future, including, but not limited to, statements with respect to the terms of the Offering, the use of proceeds of the Offering, the timing and ability of the Company to close the Offering, the timing and ability of the Company to receive necessary regulatory approvals, the tax treatment of the securities issued under the Offering, the timing for the qualifying expenditures to be incurred and to be renounced in favour of the subscribers, and the plans, operations and prospects of the Company, are forward-looking statements.
In making the forward-looking statements included in this news release, the Company have applied several material assumptions, including that the Offering will close on the anticipated terms; that the Company will use the net proceeds of the Offering as anticipated; that the Company will receive all necessary approvals in respect of the Offering; the Company´s financial condition and development plans do not change because of unforeseen events, and management's ability to execute its business strategy and no unexpected or adverse regulatory changes with respect to the Company's mineral projects, and that the specific proposals to amend the Tax Act publicly announced on March 3, 2025 by the Minister of Energy and Natural Resources on behalf of the Minister of Finance proposing an amendment to extend the mineral exploration tax credit for investors in flow-through shares until March 31, 2027 will be enacted; as well as statements with respect to the timing and ability for the Company to complete the Shares-for-Services Transaction and the ability of the Company to obtain final approval of the TSX Venture Exchange in respect of the Shares-for-Services Transaction. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause the Company's actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein. 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE 1911 Gold Corporation
For further information, please contact: Shaun Heinrichs, Chief Executive Officer, (604) 674-1293, sheinrichs@1911gold.com, www.1911gold.com
