13:58:26 EST Sun 14 Dec 2025
Enter Symbol
or Name
USA
CA



1911 Gold Corp
Symbol AUMB
Shares Issued 250,764,152
Close 2025-09-19 C$ 0.57
Market Cap C$ 142,935,567
Recent Sedar Documents

1911 Gold increases financings for total of $17-million

2025-09-19 16:58 ET - News Release

Mr. Shaun Heinrichs reports

1911 GOLD ANNOUNCES UPSIZE OF PREVIOUSLY ANNOUNCED "BEST EFFORTS" LIFE OFFERING AND PRIVATE PLACEMENT TO C$17 MILLION

1911 Gold Corp. has entered into an amended and restated agreement with Haywood Securities, as lead agent, on its own behalf and on behalf of Velocity Capital Partners, to amend the terms of its previously announced best effort private placement and listed issuer financing exemption offering to increase the size of the offering to $17-million.

Under the terms of the upsized offering, the agents have agreed to sell, on a best effort private placement basis, up to: (i) 3,184,000 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 at a price of 64 cents per CEE LIFE share; and (ii) 14,802,000 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 at a price of 55.4 cents per CDE offered share for aggregate gross proceeds to the company from the sale of CEE LIFE shares and CDE offered shares of up to $10,238,068.

Additionally, the agents have agreed to sell, on a best effort private placement basis, up to: (i) 6,889,000 common shares of the company at a price per non-FT share of 45 cents; and (ii) 5,655,000 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 at the CEE issue price for aggregate gross proceeds to the company from the sale of the non-FT shares and CEE PP shares of up to $6,719,250. The marketed offering combines aggregate gross proceeds to the company of up to $16,957,318. The CEE offered shares, CDE offered shares and non-FT shares are referred to herein as the offered shares.

The company has granted the agents an option to sell up to an additional 15 per cent of the marketed offering in CEE offered shares at the CEE issue price, exercisable in whole or in part at any time up to 48 hours prior to the closing date of the upsized offering.

The non-FT shares and CEE PP shares will be issued and sold to eligible purchasers pursuant to the available accredited investor, minimum amount investment, and family, friends and business associate private placement exemptions in accordance with National Instrument 45-106 (Prospectus Exemptions) in each of the provinces of Canada. The CEE LIFE shares and CDE offered shares will be offered and sold to eligible purchasers pursuant to the listed issuer financing prospectus exemption under Part 5A of National Instrument 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. The offered shares may be offered and sold to eligible purchasers pursuant to the LIFE in,the United States and in certain offshore foreign jurisdictions. The offered 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 Dec. 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 Dec. 31, 2026.

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

The CEE LIFE shares and CDE offered shares to be issued under the upsized offering will not be subject to resale restrictions pursuant to applicable Canadian securities laws.

The non-FT shares and CEE PP shares to be issued under the upsized offering will be subject to a hold period in Canada expiring four months and one day from the closing date of the upsized offering.

The company has filed an amended and restated offering document related to the LIFE offering of 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 LIFE non-FT shares, CEE LIFE shares and CDE offered shares should read the offering document before making an investment decision.

The upsized offering is expected to close on or about Oct. 15, 2025, or such other date as the company and the agents 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 upsized offering is subject to final acceptance of the TSX-V.

In consideration for their services, the company has agreed to pay the agents a cash commission equal to 6.0 per cent of the gross proceeds from the upsized offering (subject to reduction to 3.0 per cent on certain president's 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 upsized 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 equal to the non-FT issue price for a period of 24 months from the closing date of the upsized offering, except compensation options issued with respect to president's list purchasers, with such compensation options to be exercisable for a period of nine months from the closing date of the upsized offering.

About 1911 Gold Corp.

1911 Gold is a junior developer with a highly prospective, consolidated land package totalling more than 61,647 hectares within and adjacent to the Archean Rice Lake greenstone belt in Manitoba, Canada. The company also owns the True North mine and mill complex in Bissett, Man. 1911 Gold believes its land package represents a prime exploration opportunity, with the potential to develop a mining district centred on the True North complex.

In addition, the company holds the Apex project near Snow Lake, Man., and the Denton-Keefer project near Timmins, Ont, and remains focused on advancing organic growth while pursuing accretive acquisition opportunities across 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 and 1976). 1911 Gold looks forward to maintaining open, co-operative and respectful communication with the Hollow Water First Nation, and all local stakeholders, to build mutually beneficial working relationships.

We seek Safe Harbor.

© 2025 Canjex Publishing Ltd. All rights reserved.