1911 Gold obtains $30-million (U.S.) credit facility

Executive Summary

• 1911 Gold Corp. secured a $30 million USD secured credit facility with Auramet International to fund critical operational milestones and equipment purchases at its True North gold project.
• The facility is structured in two $15 million tranches with a 12% annual interest rate, featuring staggered availability, specific amortization schedules, and significant warrant issuances tied to drawdowns.
• An accompanying offtake agreement mandates that 100% of gold production from the True North and Rice Lake properties be sold to Auramet until the facility is fully repaid or 36 months post-closing.

Key Details

• Facility Amount & Structure: $30 million USD total secured credit facility, divided into two $15 million tranches.
• Tranche 1 Availability & Repayment: $15 million available on closing; amortized in 12 equal monthly installments of $1.25 million USD, commencing 13 months post-closing and ending 24 months post-closing.
• Tranche 2 Availability & Repayment: $15 million available between 90 and 180 days post-closing; repaid in full on the maturity date.
• Interest Rate: 12% per annum, calculated and payable monthly in arrears. No interest accrues on Tranche 1 for the first six months following closing.
• Use of Proceeds: Purchase of essential mining equipment, underground development at the True North mine, and installation of a new crushing circuit at the mill.
• Security/Collateral: First-ranking security interest on all personal property and a continuing collateral mortgage against the True North gold project and Rice Lake exploration properties.
• Arrangement Fee: $1.05 million USD (3.5% of aggregate principal), payable in cash or via issuance of 1,369,600 common shares at a deemed price of $1.05 per share.
• Tranche 1 Drawdown Fee: $375,000 USD (2.5% of Tranche 1), payable in cash or via issuance of 489,142 common shares at a deemed price of $1.05 per share.
• Tranche 1 Warrants: 4.5 million common share purchase warrants issued on closing. Exercise price: $1.07 per share (10% premium to the 5-day VWAP). Expires on the maturity date.
• Tranche 2 Drawdown Fee: $375,000 USD (2.5% of Tranche 2), payable in cash or shares based on the Bank of Canada daily exchange rate and TSX-V pricing rules.
• Tranche 2 Warrants: 4.5 million common share purchase warrants issued upon Tranche 2 drawdown. Exercise price: greater of a 10% premium to the 5-day VWAP or the lowest price permitted by the TSX-V.
• Statutory Hold: Four-month hold period applies to all common shares and warrants issued under the agreement.
• Offtake Agreement: Company will sell 100% of gold produced from its True North gold project and Rice Lake exploration properties to Auramet until the later of 36 months post-closing or full repayment of the credit facility.
• Closing Conditions: Anticipated prior to the end of February; subject to customary conditions, including acceptance by the TSX Venture Exchange.

Notable Quotes

• "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." – Shaun Heinrichs, President and CEO