VANCOUVER, British Columbia, Nov. 12, 2025 (GLOBE NEWSWIRE) -- 1911 Gold Corporation ("1911 Gold" or the "Company") (TSXV:AUMB, 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, up to: (i) 8,065,000 "Canadian development expenses" flow-through units (the "CDE Offered Units") at a price of C$0.992 per CDE Offered Unit (the "CDE Issue Price"); and (ii) 3,418,500 "Canadian exploration expenses" flow-through units (the "Tranche 1 CEE LIFE Units") at a price of C$1.104 per Tranche 1 CEE LIFE Unit (the "Tranche 1 CEE Issue Price") for aggregate gross proceeds to the Company from the sale of CDE Offered Units and Tranche 1 CEE LIFE Units of up to C$11,774,504 (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: (i) 3,750,000 units of the Company (the "Non-FT Units") at a price of C$0.80 per Non-FT Unit (the "Non-FT Issue Price"); (ii) 2,016,500 "Canadian exploration expenses" flow-through units (the "Tranche 1 CEE PP Units" and together with the Tranche 1 CEE LIFE Units, the "Tranche 1 CEE Units")) at the Tranche 1 CEE Issue Price; and (iii) 2,315,000 "Canadian exploration expenses" flow-through units (the "Tranche 2 CEE Units") at a price of C$1.296 per Tranche 2 CEE Unit (the "Tranche 2 CEE Issue Price") for aggregate gross proceeds to the Company from the sale of the Non-FT Units, Tranche 1 CEE PP Units and Tranche 2 CEE Units of up to C$8,226,456 (the "PP Offering" and together with the LIFE Offering, the "Marketed Offering"). The Marketed Offering combines aggregate gross proceeds to the Company of up to C$20,000,960. The CDE Offered Units, Tranche 1 CEE Units, Tranche 2 CEE Units, and Non-FT Units are referred to herein as the "Offered Units".
Each CDE Offered Unit will consist of one common share to be issued as a "flow-through share" with respect to "Canadian development expenses" that qualifies as "accelerated Canadian development expenses" (within the meaning of the Tax Act) and one-half of one common share purchase warrant of the Corporation (each whole purchase warrant, a "Warrant"). Each Tranche 1 CEE Unit will consist of one common share to be issued as a "flow-through share" with respect to "Canadian exploration expenses" (within the meaning of Tax Act) and one-half Warrant. Each Tranche 2 CEE Unit will consist of one common share to be issued as a "flow-through share" with respect to "Canadian exploration expenses" (within the meaning of Tax Act) that qualify as "flow through mining expenditures" and that are incurred in the province of Manitoba and qualify for the 30% provincial Manitoba Mineral Exploration Tax Credit and one-half Warrant. Each Non-FT Unit will consist of one common share and one-half of one Warrant. Each Warrant will entitle the holder to acquire one common share (a "Warrant Share") at a price per Warrant Share of $1.20 for a period of 24 months from the closing date of the Offering.
The Company has granted the Agents an option to sell up to an additional 15% of the Marketed Offering in any combination of: Non-FT Units at the Non-FT Issue Price, Tranche 1 CEE PP Units at the Tranche 1 CEE Issue Price, and Tranche 2 CEE Units at the Tranche 2 CEE Issue Price (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 Non-FT Units, Tranche 1 CEE PP Units and Tranche 2 CEE Units 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 CDE Offered Units and Tranche 1 CEE LIFE Units 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") ...
