VANCOUVER, British Columbia, Sept. 19, 2025 (GLOBE NEWSWIRE) -- 1911 Gold Corporation ("1911 Gold" or the "Company") (TSXV:AUMB, OTCQB:AUMBF, FRA: 2KY)) is pleased to announce that it has entered into an agreement with Haywood Securities Inc. ("Haywood"), as lead agent and sole bookrunner, on its own behalf and on behalf of a syndicate of agents (together with Haywood, the "Agents"), pursuant to which the Agents have agreed to sell, on a "best efforts" private placement basis, any combination of: common shares of the Company (the "LIFE Non-FT Shares") at a price per LIFE Non-FT Share of C$0.45 (the "Non-FT Issue Price"); (ii) common shares which qualify as "flow-through shares" (within the meaning of the Tax Act) and qualify as "Canadian exploration expenses" as defined in the Tax Act (the "CEE Offered Shares") at a price of C$0.64 per CEE Offered Share (the "CEE Issue Price"); and (iii) common shares which qualify as "flow-through shares" (within the meaning of the Tax Act) and qualify as "accelerated Canadian development expenses" as defined in the Tax Act (the "CDE Offered Shares") at a price of C$0.554 per CDE Offered Share (the "CDE Issue Price") for aggregate gross proceeds to the Company of up to C$10,238,000 (the "LIFE Offering").

Additionally, Haywood, on its own behalf and on behalf of the Agents, has agreed to sell, on a "best-efforts" private placement basis, up to 6,070,300 common shares of the Company (the "PP Non-FT Shares" and together with the LIFE Non-FT Shares, the "Non-FT Shares") at the Non-FT Issue Price for aggregate gross proceeds to the Company from the sale of the PP Non-FT Shares of up to C$2,731,635 (the "PP Offering" and together with the LIFE Offering, the "Marketed Offering"). The Offering combines aggregate gross proceeds to the Company of up to C$12,969,635. The CEE Offered Shares, CDE Offered Shares, and Non-FT Shares are referred to herein as the "Offered Shares".

The Company has granted the Agents an option to sell up to an additional 15% of the Marketed Offering in any combination of Offered Shares at their respective issue prices (the "Agents' Option", and together with the Marketed Offering, the "Offering"), exercisable in whole or in part at any time up to 48 hours prior to the closing date of the Offering.

The PP Non-FT Shares will be issued and sold to eligible purchasers pursuant to the available "accredited investor", "minimum amount investment" and "family, friends and business associates" private placement exemptions in accordance with National Instrument 45-106, Prospectus Exemptions ("NI 45-106") in each of the Provinces of Canada. The LIFE Non-FT Shares, CEE Offered Shares and CDE Offered Shares will be offered and sold to eligible purchasers pursuant to the listed issuer financing prospectus exemption under Part 5A of NI 45-106 and Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "LIFE Exemption") in each of the Provinces of Canada. The Non-FT Shares may be offered and sold to eligible purchasers pursuant to the LIFE Exemption in, the United States and in certain offshore foreign jurisdictions. The Non-FT Shares sold to purchasers in the United States will be made on a private placement basis pursuant to one or more exemptions from registration requirements of the United States Securities Act of 1933, as amended.

For the CEE Offered Shares, the Company, pursuant to the provisions in the Tax Act shall use an amount equal to the gross proceeds of the sale of the CEE Offered Shares to incur qualifying expenditures after the Closing Date and prior to December 31, 2026 in the aggregate amount of not less than the total amount of the gross proceeds ...