1911 Gold arranges financings to raise up to $20M

Executive Summary

• 1911 Gold Corp. announced a "Best Efforts" private placement and Listed Issuer Financing (LIFE) offering with aggregate gross proceeds of up to $20,000,960.
• The offering is structured into multiple tranches including Canadian Development Expenses (CDE), Canadian Exploration Expenses (CEE), and Non-Flow-Through (NFT) units, managed by Haywood Securities Inc.
• Net proceeds from NFT units are designated for general corporate and working capital purposes, while flow-through units require the company to incur specific qualifying expenditures under Canadian tax acts.

Key Details

• Aggregate Gross Proceeds: Up to $20,000,960.
• Lead Agent: Haywood Securities Inc. (sole bookrunner).
• Tranche 1 (LIFE & CDE):
  • CDE Flow-Through Units: Up to 8,065,000 units at 99.2 cents per unit.
  • Tranche 1 CEE LIFE Units: Up to 3,418,500 units at $1.104 per unit.
  • Combined Gross Proceeds: Up to $11,774,504.
• Tranche 2 (Private Placement):
  • NFT Units: 3,750,000 units at 80 cents per unit.
  • Tranche 1 CEE PP Units: 2,016,500 units at $1.104 per unit.
  • Tranche 2 CEE Units: 2,315,000 units at $1.296 per unit.
  • Combined Gross Proceeds: Up to $8,226,456.
• Unit Composition:
  • Each offered unit consists of one common share and one-half of one common share purchase warrant.
  • Warrant Terms: Exercisable to acquire one common share at $1.20 per share for a period of 24 months from the closing date.
• Option to Over-Subscribe: Agents have an option to purchase up to an additional 15% of the marketed offering in any combination of NFT, Tranche 1 CEE PP, and Tranche 2 CEE units, exercisable up to 48 hours prior to closing.
• Use of Proceeds:
  • NFT Units: General corporate and working capital purposes.
  • Tranche 1 CEE Units: Must incur qualifying expenditures after closing and prior to Dec. 31, 2026 (not less than gross proceeds); renunciation effective on or before Dec. 31, 2025.
  • Tranche 2 CEE Units: Must incur qualifying expenditures after closing and prior to Dec. 31, 2026 (not less than gross proceeds); renunciation effective on or before Dec. 31, 2025.
  • CDE Units:
    • $2 million of proceeds must be used for accelerated Canadian development expenses prior to March 31, 2026 (renunciation by March 31, 2026).
    • Remaining proceeds must be used for accelerated Canadian development expenses prior to June 30, 2026 (renunciation by June 30, 2026).
• Regulatory Exemptions:
  • CDE and Tranche 1 CEE LIFE: Sold under Listed Issuer Financing (LIFE) prospectus exemption (NI 45-106 Part 5A) and Coordinated Blanket Order 45-935. No resale restrictions in Canada. Available in US and offshore jurisdictions via private placement exemptions.
  • NFT, Tranche 1 CEE PP, and Tranche 2 CEE: Sold under accredited investor, minimum amount investment, and family/friends/business associates exemptions. Subject to a hold period in Canada of four months and one day from closing.
• Closing Date: Expected on or about Dec. 4, 2025, subject to TSX Venture Exchange conditional listing approval and other regulatory approvals.
• Agent Compensation:
  • Cash commission of 6.0% of gross proceeds (reduced to 3.0% for president's list purchases).
  • Non-transferable compensation options equal to 6.0% of aggregate offered units sold (reduced to 3.0% for president's list purchases).
  • Compensation options exercisable at the NFT issue price (80 cents) for 24 months (9 months for president's list purchasers).