1911 Gold closes $23-million in financings

Executive Summary

• 1911 Gold Corp. has closed a $23.0 million "Best Efforts" Listed Issuer Financing Exemption (LIFE) offering and private placement, led by Haywood Securities Inc.
• The capital raise includes the issuance of flow-through units (Canadian Development Expenses and Canadian Exploration Expenses) and non-flow-through units, with specific obligations to incur qualifying expenditures by late 2025 and 2026.
• Concurrently, the company announced a shares-for-services transaction for $300,000 and an amendment to the vesting schedule of Restricted Share Units (RSUs) granted to an executive.

Key Details

• Total Gross Proceeds: $23,001,103 (including full exercise of the agents' option).
• LIFE Offering Details:
  • Gross Proceeds: $11,774,504.
  • Canadian Development Expense (CDE) Units: 8,065,000 units at 99.2 cents per unit.
  • Tranche 1 CEE LIFE Units: 3,418,500 units at $1.104 per unit.
• Private Placement (PP) Offering Details:
  • Gross Proceeds: $11,226,599.
  • Non-FT Units: 5,000,000 units at 80 cents per unit.
  • Tranche 1 CEE PP Units: 2,469,399 units at the tranche 1 CEE issue price.
  • Tranche 2 CEE Units: 3,472,518 units at $1.296 per unit.
• Warrant Terms: Each unit consists of one common share and one-half of one warrant. Warrants are exercisable at $1.20 per share for 24 months from closing.
• Use of Proceeds & Flow-Through Obligations:
  • Tranche 1 CEE: Proceeds must be used to incur qualifying expenditures prior to Dec. 31, 2026; renunciations effective on or before Dec. 31, 2025.
  • Tranche 2 CEE: Proceeds must be used to incur qualifying expenditures (Manitoba mineral exploration tax credit) prior to Dec. 31, 2026; renunciations effective on or before Dec. 31, 2025.
  • CDE Units: $2 million to be incurred by March 31, 2026; remaining proceeds to be incurred by June 30, 2026. Renunciations effective March 31, 2026 (for $2M) and June 30, 2026 (for remainder).
  • Non-FT Units: Net proceeds used for general corporate and working capital purposes.
• Agent Compensation: Cash commission of 6.0% of gross proceeds (reduced to 3.0% for president's list purchases) plus non-transferable compensation options equal to 6.0% of offered units (exercisable at 80 cents/share for 24 months).
• Hold Periods:
  • CDE and Tranche 1 CEE LIFE units: No resale restrictions.
  • Non-FT, Tranche 1 CEE PP, and Tranche 2 CEE units: 4 months and 1 day hold period.
• Insider Participation: Insiders acquired 12,500 units; classified as a related-party transaction under TSX-V Policy 5.9.
• Shares-for-Services Transaction:
  • Issuance of 1,500,000 common shares to 2743708 Ontario Inc.
  • Deemed issue price: 20 cents per share.
  • Value: $300,000 in satisfaction of obligations for corporate development and advisory services provided in 2024 and early 2025.
  • Hold period: 4 months.
• RSU Amendment:
  • Eric Vinet’s 300,000 RSUs amended to vest 100,000 units on Dec. 1, 2026, Dec. 1, 2027, and Dec. 1, 2028.