1911 Gold denied TSX-V approval for $17M offering

Executive Summary

• The TSX Venture Exchange has denied regulatory approval for 1911 Gold Corp.'s $17-million "best efforts" LIFE offering and private placement, meaning the offering will not close on or about October 15, 2025, and may not close at all.
• The TSX-V denied the offering based on the "material information exception," citing the company's October 7, 2025, announcement of assay results from its 2025 exploration program as a material fact requiring a repricing.
• 1911 Gold disputes this determination, arguing the assay results did not constitute a material change or affect share price, and is pursuing a formal appeal under TSX-V rules.

Key Details

• Offering Status: The $17-million best-efforts LIFE offering and private placement announced on September 19, 2025, has been denied regulatory approval by the TSX Venture Exchange.
• Closing Date: The offering will not close on or about October 15, 2025, as previously announced, and may not close at all.
• Reason for Denial: The TSX-V applied the "material information exception" to the definition of market price, asserting that the company's October 7, 2025, news release regarding assay results constituted a material fact or material change subsequent to the pricing of the offering.
• Company Response: 1911 Gold does not consider the October 7 assay results to be a material change or fact, nor does it believe the results had a material effect on share price appreciation. The company is pursuing a formal appeal of the TSX-V's decision.
• CEO Statement: CEO Shaun Heinrichs stated the company intends to "strenuously pursue the appeal," attributing recent share price appreciation to renewed investor interest in the company's restart strategy and positive market sentiment for gold, rather than the assay results.
• Capital Position: The company remains well-capitalized due to a previously closed $13.2-million bought deal offering of flow-through and non-flow-through common shares (announced July 17, 2025) and funds from warrant exercises.
• Use of Proceeds (Original Intent): The denied offering proceeds were intended to expand and accelerate underground exploration and development programs at the True North project.
• Contingency Plan: If the appeal is unsuccessful, the company will continue to evaluate other financing opportunities.

Notable Quotes

• "We have held several discussions with the TSX-V regarding regulatory approval for the offering, and we intend to strenuously pursue the appeal," stated Shaun Heinrichs, chief executive officer of the company.
• "While we remain encouraged by the assay results, we do not believe the recent share price appreciation is related to it and that our current performance reflects renewed investor interest in the company's restart strategy and the significant progress achieved to date."