1911 Gold arranges $12.96-million offering

Executive Summary

• 1911 Gold Corp. announced a best‑efforts private placement (“LIFE” offering) for up to C$13 million in gross proceeds, comprising non‑flow‑through (non‑FT), Canadian exploration expense (CEE) flow‑through, and Canadian development expense (CDE) flow‑through shares.
• The aggregate target raise is C$12,969,635, with an option for agents to sell an additional 15 % of the offering.
• Proceeds will be used for qualifying tax‑deductible expenditures on exploration/development (CEE/CDE shares) and general corporate/working capital purposes (non‑FT shares).

Key Details

• Offering Structure – Combination of three share classes:
• LIFE non‑FT shares at C$0.45 per share, up to C$10,238,000 gross proceeds.
• CEE flow‑through shares at C$0.64 per share (qualifying Canadian exploration expenses).
• CDE flow‑through shares at C$0.554 per share (accelerated Canadian development expenses).
• Additional PP Non‑FT Shares – Up to 6,070,300 shares at the same C$0.45 price, targeting up to C$2,731,635 gross proceeds.
• Total Gross Proceeds Target: C$12,969,635 (≈ US $9.5 million).
• Agent Option: Agents may sell an extra 15 % of the marketed offering in any mix of share classes at the respective issue prices, exercisable up to 48 hours before closing.
• Use of Proceeds:
• CEE proceeds must be spent on qualifying exploration expenditures by Dec 31 2026 and renounced to investors by Dec 31 2025.
• CDE proceeds must be spent on accelerated development expenses by Dec 31 2026 and renounced by Dec 31 2026.
• Non‑FT proceeds allocated to general corporate and working‑capital needs.
• Holding Periods:
• LIFE non‑FT, CEE, and CDE shares – no resale restrictions under Canadian law.
• PP non‑FT shares – subject to a hold period of four months + one day from closing (Canada).
• Closing Timeline: Expected on or about Oct 15 2025, subject to customary conditions including TSX‑V conditional listing approval and regulatory clearances.
• Compensation to Agents: Cash commission equal to 6 % of gross proceeds (reduced to 3 % for certain President’s List purchases) plus non‑transferable compensation options equal to 6 % of shares sold (also reduced to 3 % for President’s List). Options exercisable at the C$0.45 issue price for 24 months (9 months for President’s List).

Notable Quotes

• “The LIFE offering provides us with a flexible financing vehicle that aligns capital raising with our exploration and development objectives while delivering tax‑efficient benefits to investors,” said Shaun Heinrichs, President & CEO of 1911 Gold Corp.