Mr. Shaun Heinrichs reports
1911 GOLD ANNOUNCES US$30 MILLION CREDIT FACILITY WITH AURAMET INTERNATIONAL
1911 Gold Corp. has entered into a loan agreement with Auramet International Inc., providing for a $30-million (U.S.) secured credit facility. It is anticipated that the proceeds from the credit facility will be used to advance critical operational milestones at the True North gold project, specifically providing the capital required to purchase essential mining equipment, underground development at the True North mine and the installation of the new crushing circuit at the mill.
Shaun Heinrichs, president and chief executive officer of the company, stated:
"We are very pleased to secure this credit facility with Auramet, a group that has a long and successful history with the True North gold project and a deep understanding of its potential. This $30-million (U.S.) facility provides the necessary funding to advance the restart plan outlined in our recently released PEA, which showcased a high-return, low-capital-intensity path back to production. By securing this financing, we remain well capitalized to achieve our key operational milestones at Rice Lake as we position 1911 Gold for a restart in 2027."
Pursuant to the loan agreement, $15-million (U.S.) of the credit facility will be made available on the closing date (as defined below), and, subject to the satisfaction of certain conditions precedent, the remaining $15-million (U.S.) of the credit facility will be made available during the period commencing on the date that is 90 days following the closing date and ending on the date that is 180 days following the closing date. The outstanding principal amount under the credit facility will accrue interest at a rate of 12 per cent per annum calculated and payable monthly in arrears on the last business day of each calendar month, provided, however, that no interest shall accrue on the tranche 1 amount for a period of six months following the closing date. The tranche 1 amount shall be amortized and repaid to Auramet in 12 equal monthly instalments of $1.25-million (U.S.) commencing on the date that is 13 months following the closing date and ending on the date that is 24 months following the closing date. The tranche 2 amount shall be repaid to Auramet on the maturity date.
The obligations under the loan agreement and the offtake agreement (as defined below) are secured by a first-ranking security interest on all personal property of the company and a continuing collateral mortgage against the company's True North gold project and Rice Lake exploration properties. The loan agreement includes terms and conditions customary for a transaction of this nature, including certain specified positive and negative covenants and mandatory prepayment terms.
The closing of the advance of the tranche 1 amount is anticipated to occur prior to the end of February and is subject to customary conditions, including the acceptance of the TSX Venture Exchange.
In consideration for the arrangement of the credit facility, on the closing date, the company will pay Auramet an arrangement fee of $1.05-million (U.S.), representing 3.5 per cent of the aggregate principal amount of the credit facility, which fee is payable, at the option of the company, in cash or by the issuance of 1,369,600 common shares in the capital of the company at a deemed price of $1.05 per common share.
In consideration for the lending of the tranche 1 amount, on the closing date, the company will pay Auramet a drawdown fee of $375,000 (U.S.), representing 2.5 per cent of the tranche 1 amount, which fee is payable, at the option of the company, in cash or by the issuance of 489,142 common shares at a deemed price of $1.05 per common share, and will issue to Auramet 4.5 million common share purchase warrants of the company, with each tranche 1 warrant exercisable to purchase one common share at an exercise price equal to $1.07 per common share, representing a 10-per-cent premium to the five-day volume-weighted average price of the common shares on the TSX-V for the five consecutive trading days ending on (and including) the date of the loan agreement, with such tranche 1 warrants expiring on the maturity date, subject to acceleration.
In consideration for the lending of the tranche 2 amount, on the date of drawdown of the tranche 2 amount, the company will pay Auramet a further drawdown fee of $375,000 (U.S.), representing 2.5 per cent of the tranche 2 amount, which fee is payable, at the option of the company, in either cash or in common shares by issuing such number of common shares equal to the quotient obtained by dividing: (i) the amount of the drawdown fee converted to Canadian dollars based on the Bank of Canada daily exchange rate on the business day prior to the date of drawdown of the tranche 2 amount; by: (ii) the greater of: (A) the closing price of the common shares on the TSX-V on the trading day immediately prior to the date of drawdown of the tranche 2 amount; and (B) the lowest price permitted by the TSX-V, and will issue to Auramet an additional 4.5 million common share purchase warrants of the company, with each tranche 2 warrant exercisable to purchase one common share at an exercise price equal to the greater of: (i) a 10-per-cent premium to the five-day volume-weighted average price of the common shares on the TSX-V for the five consecutive trading days ending on (and including) the trading day immediately prior to the date of drawdown of the tranche 2 amount; and (ii) the lowest price permitted by the TSX-V.
The common shares and the warrants issuable pursuant to the loan agreement and the common shares underlying the warrants will be subject to a four-month statutory hold period under applicable Canadian securities laws.
In connection with the credit facility, the company also entered into an offtake agreement with Auramet, pursuant to which the company will sell to Auramet 100 per cent of gold produced from its True North gold project and its Rice Lake exploration properties until the date that is the later of: (i) the date which is 36 months following the closing date; and (ii) the date on which full repayment of the credit facility has been made.
About 1911 Gold Corp.
1911 Gold is an advanced gold explorer and developer focused on its 100-per-cent-owned True North gold project in the Archean Rice Lake greenstone belt in Manitoba, Canada. The company controls a large, highly prospective approximately 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 restart operations in 2027, and offers a unique, near-term production story with significant exploration upside. The strategy is to build a district-scale gold mining operation around a centralized and readily expandable infrastructure to support a socially and environmentally responsible, long-term mining operation with little development risk and 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, co-operative and respectful communications with all of its local communities and stakeholders to foster mutually beneficial working relationships.
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