Mr. Shaun Heinrichs reports

1911 GOLD CLOSES C$23 MILLION "BEST EFFORTS" LIFE OFFERING & PRIVATE PLACEMENT AND PROVIDES CORPORATE UPDATES

1911 Gold Corp. has completed its previously announced best effort listed issuer financing exemption offering and private placement for gross proceeds of $23,001,103, including the exercise in full of the agents' option (as defined in the press release dated Nov. 12, 2025).

The offering was conducted on a best effort basis led by Haywood Securities Inc. as lead agent and sole bookrunner and including Velocity Trade Capital Ltd.

The LIFE offering consisted of the sale of: (i) 8,065,000 Canadian development expense flow-through units at a price of 99.2 cents per CDE offered unit; and (ii) 3,418,500 Canadian exploration expense flow-through units at a price of $1.104 per tranche 1 CEE LIFE unit for aggregate gross proceeds to the company from the sale of CDE offered units and tranche 1 CEE LIFE units of $11,774,504.

Additionally, the PP offering consisted of the sale of: (i) five million units of the company at a price of 80 cents per non-FT unit; (ii) 2,469,399 Canadian exploration expense flow-through units at the tranche 1 CEE issue price; and (iii) 3,472,518 Canadian exploration expense flow-through units at a price of $1.296 per tranche 2 CEE unit 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 $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 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-per-cent 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 at a price per warrant share of $1.20 for a period of 24 months from the closing date of the offering.

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 Dec. 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 Dec. 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 Dec. 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 Dec. 31, 2025.

The company, pursuant to the provisions in the tax act, shall use an amount equal to $2-million 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-million 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-million, 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-million. 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-million and June 30, 2026, with respect to the rest 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 its services, the company has paid the agents a cash commission 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 that number of non-transferable compensation options as is equal to 6.0 per cent of the aggregate number of offered units 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 80 cents 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 80 cents 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 U.S. 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 TSX-V) have acquired an aggregate of 12,500 units 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.

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 1.5 million common shares in the capital of the company to 2743708 Ontario Inc. (the service provider) at a deemed issue price of 20 cents 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 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 Oct. 28, 2025, it has amended the terms of the 300,000 restricted share units granted to Eric Vinet, such that 100,000 RSUs shall vest on each of Dec. 1, 2026, Dec. 1, 2027, and Dec. 1, 2028.

About 1911 Gold Corp.

1911 Gold is a junior explorer and developer 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, Man. 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 the exploration land package are located within and among the first nations communities of the Hollow Water First Nation and the Black River First Nation. 1911 Gold looks forward to maintaining open, co-operative and respectful communications with all of its local communities and stakeholders to foster mutually beneficial working relationships.

We seek Safe Harbor.