Mr. Shaun Heinrichs reports
1911 GOLD ANNOUNCES OVERNIGHT MARKETED OFFERING
1911 Gold Corp. has filed a preliminary short form prospectus with the securities commissions in all provinces of Canada (except Quebec), in connection with an overnight marketed public offering, comprising: (i) common shares of the company; (ii) common shares to be issued as flow-through shares within the meaning of the Income Tax Act (Canada), which will be used to incur Canadian exploration expenses (CEE) within the meaning of the tax act from or above the surface of the earth (the CEE Series 1 flow-through shares); (iii) common shares to be issued as flow-through shares within the meaning of the tax act, which will be used to incur Canadian exploration expenses within the meaning of the tax act (the CEE Series 2 flow-through shares); and (iv) common shares to be issued as flow-through shares within the meaning of the tax act, which will be used to incur Canadian development expenses (CDE) within the meaning of the tax act (the CDE flow-through shares).
The offering will be conducted through a syndicate of underwriters led by Roth Canada Inc., as lead underwriter, BMO Capital Markets, as joint bookrunner, and a syndicate of underwriters.
Final pricing, the number of offered shares, CEE Series 1 flow-through shares, CEE Series 2 flow-through shares and CDE flow-through shares to be sold, and the gross proceeds of the offering will be determined in the context of the market at the time of entering into of a definitive underwriting agreement between the company and the underwriters.
The company intends to grant the underwriters an option, exercisable in whole or in part, at any time and from time to time for a period of 30 days from and including the closing of the offering, to purchase for resale (or arrange for purchase by substituted purchasers) up to such number of additional offered shares on the same terms as the offered shares, as is equal, in the aggregate, to 15 per cent of the number of offered securities sold under the offering, to cover overallotments, if any, and for market stabilization purposes.
The securities to be issued under the offering will be offered by way of a final short form prospectus in each of the provinces of Canada (except Quebec), and may be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws, and certain other jurisdictions outside of Canada and the United States.
The company intends to use the net proceeds of the offering to finance continuing exploration and development activities on its True North gold project, for technical studies, and for working capital purposes, as will be more particularly described in the prospectus. In connection with subscriptions for CEE Series 1 flow-through shares, CEE Series 2 flow-through shares and CDE flow-through shares under the offering, the company will covenant to incur and renounce: (i) to subscribers of the CEE Series 1 flow-through shares, Canadian exploration expenses that will qualify as flow-through mining expenditures, each within the meaning of the tax act, and (for certain individual Manitoba taxpayers) flow-through mining expenditures within the meaning of the Income Tax Act (Manitoba), in an amount equal to the aggregate purchase price of the CEE Series 1 flow-through shares; (ii) to subscribers of the CEE Series 2 flow-through shares, Canadian exploration expenses within the meaning of the tax act in an amount equal to the aggregate purchase price of the CEE Series 2 flow-through shares; and (iii) to subscribers of the CDE flow-through shares, Canadian development expenses within the meaning of the tax act in an amount equal to the aggregate purchase price of the CDE flow-through shares.
The offering is scheduled to close on or around June 30, 2026, or such other date as the company and the underwriters may agree. Closing of the offering is subject to customary closing conditions, including, but not limited to, the execution of an underwriting agreement and the receipt of all necessary regulatory approvals, including the approval of the securities regulatory authorities and the TSX Venture Exchange. The preliminary short form prospectus is available under the company's issuer profile on SEDAR+.
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.
We seek Safe Harbor.
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