{"id":23029,"date":"2025-12-04T19:42:18","date_gmt":"2025-12-04T19:42:18","guid":{"rendered":"https:\/\/businesstriumphs.com\/index.php\/2025\/12\/04\/1911-gold-closes-c23-million-best-efforts-life-offering-private-placement-and-provides-corporate-updates\/"},"modified":"2025-12-04T19:42:18","modified_gmt":"2025-12-04T19:42:18","slug":"1911-gold-closes-c23-million-best-efforts-life-offering-private-placement-and-provides-corporate-updates","status":"publish","type":"post","link":"https:\/\/businesstriumphs.com\/index.php\/2025\/12\/04\/1911-gold-closes-c23-million-best-efforts-life-offering-private-placement-and-provides-corporate-updates\/","title":{"rendered":"1911 GOLD CLOSES C$23 MILLION \u201cBEST EFFORTS\u201d LIFE OFFERING & PRIVATE PLACEMENT AND PROVIDES CORPORATE UPDATES"},"content":{"rendered":"<\/p>\n
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\/ NOT FOR DISTRIBUTION TO UNITED STATES<\/span> NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES<\/span> \/<\/p>\n

1911 Gold Corporation (\u20181911 Gold\u2019 or the \u2018Company\u2019) (TSXV: AUMB,OTC:AUMBF) (FRA: 2KY) is pleased to announce that it has completed its previously announced \u2018best efforts\u2019 LIFE offering (the \u2018LIFE Offering\u2019) and private placement (the \u2018PP Offering\u2019, and together with the LIFE Offering, the \u2018Offering\u2019) for gross proceeds of C$23,001,103, including the exercise in full of the Agents\u2019 Option (as defined in the press release dated November 12, 2025).<\/p>\n

\n<\/div>\n

The Offering was conducted on a \u2018best efforts\u2019 basis led by Haywood Securities Inc. (\u2018Haywood<\/span>\u2018) as lead agent and sole bookrunner, and including Velocity Trade Capital Ltd. (together with Haywood<\/span>, the \u2018Agents\u2018).<\/p>\n

The LIFE Offering consisted of the sale of: (i) 8,065,000 \u2018Canadian development expenses\u2019 flow-through units (the \u2018CDE Offered Units\u2018) at a price of C$0.992<\/span> per CDE Offered Unit (the \u2018CDE Issue Price\u2018); and (ii) 3,418,500 \u2018Canadian exploration expenses\u2019 flow-through units (the \u2018Tranche 1 CEE LIFE Units\u2018) at a price of C$1.104<\/span> per Tranche 1 CEE LIFE Unit (the \u2018Tranche 1 CEE Issue Price\u2018) for aggregate gross proceeds to the Company from the sale of CDE Offered Units and Tranche 1 CEE LIFE Units of C$11,774,504<\/span>.<\/p>\n

Additionally, the PP Offering consisted of the sale of: (i) 5,000,000 units of the Company (the \u2018Non-FT Units\u2018) at a price of C$0.80<\/span> per Non-FT Unit (the \u2018Non-FT Issue Price\u2018); (ii) 2,469,399 \u2018Canadian exploration expenses\u2019 flow-through units (the \u2018Tranche 1 CEE PP Units\u2018 and together with the Tranche 1 CEE LIFE Units, the \u2018Tranche 1 CEE Units\u2018) at the Tranche 1 CEE Issue Price; and (iii) 3,472,518 \u2018Canadian exploration expenses\u2019 flow-through units (the \u2018Tranche 2 CEE Units\u2018) at a price of C$1.296<\/span> per Tranche 2 CEE Unit (the \u2018Tranche 2 CEE Issue Price\u2018) 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 C$11,226,599<\/span>. The CDE Offered Units, Tranche 1 CEE Units, Tranche 2 CEE Units, and Non-FT Units are referred to herein as the \u2018Offered Units\u2018.<\/p>\n

Each CDE Offered Unit consists of one common share issued as a \u2018flow-through share\u2019 with respect to \u2018Canadian development expenses\u2019 that qualifies as \u2018accelerated Canadian development expenses\u2019 (within the meaning of the Tax Act) and one-half of one common share purchase warrant of the Corporation (each whole purchase warrant, a \u2018Warrant\u2018). Each Tranche 1 CEE Unit consists of one common share issued as a \u2018flow-through share\u2019 with respect to \u2018Canadian exploration expenses\u2019 (within the meaning of Tax Act) and one-half Warrant. Each Tranche 2 CEE Unit consists of one common share issued as a \u2018flow-through share\u2019 with respect to \u2018Canadian exploration expenses\u2019 (within the meaning of Tax Act) that qualify as \u2018flow through mining expenditures\u2019 and that are incurred in the province of Manitoba<\/span> and qualify for the 30% provincial Manitoba Mineral Exploration Tax Credit and one-half Warrant. Each Non-FT Unit consists of one common share and one-half of one Warrant. Each Warrant entitles the holder to acquire one common share (a \u2018Warrant Share\u2018) at a price per Warrant Share of $1.20<\/span> for a period of 24 months from the closing date of the Offering (the \u2018Closing Date\u2018).<\/p>\n

The Company, pursuant to the provisions in the Tax Act shall use an amount equal to the gross proceeds of the sale of the Tranche 1 CEE Units to incur qualifying expenditures after the Closing Date and prior to December 31, 2026<\/span> in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of Tranche 1 CEE Units. The Company shall renounce the qualifying expenditures so incurred to the purchasers of the Tranche 1 CEE Units effective on or before December 31, 2025<\/span>.<\/p>\n

The Company, pursuant to the provisions in the Tax Act shall use an amount equal to the gross proceeds of the sale of the Tranche 2 CEE Units to incur qualifying expenditures after the Closing Date and prior to December 31, 2026<\/span> in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of Tranche 2 CEE Units. The Company shall renounce the qualifying expenditures so incurred to the purchasers of the Tranche 2 CEE Units effective on or before December 31, 2025<\/span>.<\/p>\n

The Company, pursuant to the provisions in the Tax Act shall use an amount equal to $2,000,000<\/span> of the gross proceeds of the sale of the CDE Offered Units to incur \u2018accelerated Canadian development expenses\u2019 after the Closing Date and prior to March 31, 2026<\/span> in the aggregate amount of not less than $2,000,000<\/span> of the gross proceeds raised from the issue of CDE Offered Units. Additionally, the Company, pursuant to the provisions in the Tax Act shall use an amount equal to the gross proceeds of the sale of the CDE Offered Units, less $2,000,000<\/span>, to incur \u2018accelerated Canadian development expenses\u2019 after the Closing Date and prior to June 30, 2026<\/span> in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of CDE Offered Units, less $2,000,000<\/span>. The Company shall renounce the qualifying expenditures so incurred to the purchasers of the CDE Offered Units effective on or before March 31, 2026<\/span> with respect to $2,000,000<\/span> and June 30, 2026<\/span> with respect to the remainder of the gross proceeds raised from the issue of CDE Offered Units.<\/p>\n

The net proceeds from the sale of the Non-FT Units shall be used for general corporate and working capital purposes.<\/p>\n

The CDE\u00a0Offered Units and Tranche 1 CEE LIFE Units are not subject to resale restrictions pursuant to applicable Canadian securities laws.<\/p>\n

The Non-FT Units, Tranche 1 CEE PP Units, and Tranche 2 CEE Units are subject to a hold period in Canada<\/span> expiring four months and one day from the Closing Date.<\/p>\n

In consideration for their services, the Company has paid the Agents a cash commission equal to 6.0% of the gross proceeds from the Offering (subject to a reduction to 3.0% on certain president\u2019s list purchases) and that number of non-transferable compensation options (the \u2018Compensation Options\u2018) as is equal to 6.0% of the aggregate number of Offered Units sold under the Offering (subject to reduction to 3.0% on certain president\u2019s list purchases). Each Compensation Option is exercisable to acquire one common share of the Company at a price of C$0.80<\/span> per share for a period of 24 months from the Closing Date, except Compensation Options issued with respect to president\u2019s list purchasers, with such Compensation Options to be exercisable at a price of C$0.80<\/span> per Compensation Option Share for a period of nine months from the Closing Date.<\/p>\n

The Offered Units were sold to purchasers resident in Canada<\/span> pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 \u2013 Prospectus Exemptions and Coordinated Blanket Order 45-935 \u2013 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption and to eligible purchasers resident in jurisdictions outside of Canada<\/span> (including to purchasers resident in the United States<\/span> pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended), in each case in accordance with all applicable laws. The Offered Units are not subject to any hold period under applicable Canadian securities legislation.<\/p>\n

The Offering is subject to final acceptance by the TSX Venture Exchange.<\/p>\n

Certain insiders of the Company (within the meaning of the rules and policies of the TSXV) (the \u2018Insiders\u2018) have acquired an aggregate of 12,500 units of the Company in connection with the Offering. The Insider\u2019s participation in the Offering therefore constitutes a \u2018related-party transaction\u2019 within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 \u2013 Protection of Minority Security Holders in Special Transactions (\u2018MI 61-101\u2018). The Company is relying on exemptions from the formal valuation and minority security holder approval requirements of the related-party rules set out in sections 5.5(a) and 5.7(a) of MI 61-101 as the fair market value of the subject matter of the Offering does not exceed 25% of the market capitalization of the Company. The Company did not file a material change report more than 21 days before the closing of the Offering as the details of the Offering and the participation therein by each \u2018related party\u2019 of the Company were not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons.<\/p>\n

The Offered Units have not been registered and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States<\/span> or to U.S. Persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.<\/p>\n

Other Business<\/p>\n

Shares-for-Services Transaction<\/p>\n

The Company also announces that the TSX Venture Exchange has provided conditional approval for<\/span> a submission made by the Company in early 2025, to issue an aggregate of 1,500,000 common shares in the capital of the Company to 2743708 Ontario Inc. (the \u2018Service Provider\u2018) at a deemed issue price of $0.20<\/span> per common share in satisfaction of an aggregate of $300,000<\/span> in obligations due to the Service Provider, in consideration for certain corporate development and advisory services provided by the Service Provider (during 2024 and early 2025) to the Company (the \u2018Shares-for-Services Transaction\u2018). The common shares issued pursuant to the Shares-for-Services Transaction will be subject to a four month hold period under applicable securities laws.<\/span><\/p>\n

Amendment to Restricted Share Unit Grant<\/p>\n

The Company also announces that, further to its press release of October 28, 2025<\/span>, it has amended the terms of the 300,000 restricted share units (\u2018RSUs\u2018) granted to \u00c9ric Vinet, such that 100,000 RSUs shall now vest on each of December 1, 2026<\/span>, December 1, 2027<\/span>, and December 1, 2028<\/span>.<\/p>\n

About 1911 Gold Corporation<\/p>\n

1911 Gold is a junior explorer and developer that holds a highly prospective, consolidated land package totaling more than 61,647 hectares within and adjacent to the Archean Rice Lake greenstone belt in Manitoba<\/span>, and also owns the True North mine and mill complex at Bissett, Manitoba<\/span>. 1911 Gold believes its land package is a prime exploration opportunity, with the potential to develop a mining district centred on the True North complex. The Company also owns the Apex project near Snow Lake, Manitoba<\/span> and the Denton-Keefer project near Timmins, Ontario<\/span>, and intends to focus on organic growth and accretive acquisition opportunities in North America<\/span>.<\/p>\n

1911 Gold\u2019s True North complex and the exploration land package are located within and among the First Nation communities\u00a0of the Hollow Water First Nation\u00a0and the Black River First Nation.\u00a01911 Gold looks forward to maintaining open, cooperative,\u00a0and respectful communications\u00a0with all of our local communities and stakeholders to foster\u00a0mutually beneficial working relationships.\u00a0<\/p>\n

ON BEHALF OF THE BOARD OF DIRECTORS<\/p>\n

Shaun Heinrichs<\/span><\/p>\n

President and CEO<\/p>\n

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING\u00a0INFORMATION<\/p>\n

This news release may contain forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as \u2018plans\u2019, \u2018expects\u2019 or \u2018does not expect\u2019, \u2018is expected\u2019, \u2018budget\u2019, \u2018scheduled\u2019, \u2018estimates\u2019, \u2018forecasts\u2019, \u2018intends\u2019, \u2018anticipates\u2019\u00a0or \u2018does not anticipate\u2019, or \u2018believes\u2019, or describes a \u2018goal\u2019, or variation\u00a0of such words and phrases\u00a0or state\u00a0that certain actions, events or results \u2018may\u2019, \u2018could\u2019, \u2018would\u2019, \u2018might\u2019 or \u2018will\u2019 be taken, occur or be achieved.<\/p>\n

All forward-looking statements reflect the Company\u2019s beliefs and assumptions based on information available at the time the statements were made. Actual results or events may differ from those predicted in these forward-looking statements. All of the Company\u2019s forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements, including the assumptions listed below. Although the Company believes that these assumptions are reasonable, this list is not exhaustive of factors that may affect any of the forward-looking statements.<\/p>\n

Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. All statements that address expectations or projections about the future, including, but not limited to, statements with respect to the terms of the Offering, the use of proceeds of the Offering, the timing and ability of the Company to close the Offering, the timing and ability of the Company to receive necessary regulatory approvals, the tax treatment of the securities issued under the Offering, the timing\u00a0for the qualifying expenditures to be incurred and to be renounced in favour of the subscribers, and the plans, operations and prospects of the Company, are forward-looking statements. <\/p>\n

In making the forward-looking statements included in this news release, the Company have applied several material assumptions, including that the Offering will close on the anticipated terms; that the Company will use the net proceeds of the Offering as anticipated; that the Company will receive all necessary approvals in respect of the Offering; the Company\u00b4s financial condition and development plans do not change because of unforeseen events, and management\u2019s ability to execute its business strategy and no unexpected or adverse regulatory changes with respect to the Company\u2019s mineral projects, and that the specific proposals to amend the Tax Act publicly announced on March 3, 2025<\/span> by the Minister of Energy and Natural Resources on behalf of the Minister of Finance proposing an amendment to extend the mineral exploration tax credit for investors in flow-through shares until March 31, 2027<\/span> will be enacted; as well as statements with respect to the timing and ability for the Company to complete the Shares-for-Services Transaction and the ability of the Company to obtain final approval of the TSX Venture Exchange in respect of the Shares-for-Services Transaction. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause the Company\u2019s actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein. Although 1911 Gold has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.<\/p>\n

All forward-looking statements\u00a0contained in this news release are given as of the date hereof. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.<\/p>\n

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in\u00a0the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.<\/p>\n

SOURCE 1911 Gold Corporation<\/p>\n<\/p>\n

View original content to download multimedia: http:\/\/www.newswire.ca\/en\/releases\/archive\/December2025\/04\/c5300.html<\/p>\n<\/div>\n<\/div>\n

News Provided by Canada Newswire via QuoteMedia<\/p>\n<\/p>\n

This post appeared first on investingnews.com<\/div>\n","protected":false},"excerpt":{"rendered":"

\/ NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES \/ 1911 Gold Corporation (\u20181911 Gold\u2019 or the \u2018Company\u2019) (TSXV: AUMB,OTC:AUMBF) (FRA: 2KY) is pleased to announce that it has completed its previously announced \u2018best efforts\u2019 LIFE offering (the \u2018LIFE Offering\u2019) and private placement (the \u2018PP Offering\u2019, and together […]<\/p>\n","protected":false},"author":0,"featured_media":23030,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[3],"tags":[],"class_list":["post-23029","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-investing"],"_links":{"self":[{"href":"https:\/\/businesstriumphs.com\/index.php\/wp-json\/wp\/v2\/posts\/23029","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/businesstriumphs.com\/index.php\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/businesstriumphs.com\/index.php\/wp-json\/wp\/v2\/types\/post"}],"replies":[{"embeddable":true,"href":"https:\/\/businesstriumphs.com\/index.php\/wp-json\/wp\/v2\/comments?post=23029"}],"version-history":[{"count":0,"href":"https:\/\/businesstriumphs.com\/index.php\/wp-json\/wp\/v2\/posts\/23029\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/businesstriumphs.com\/index.php\/wp-json\/wp\/v2\/media\/23030"}],"wp:attachment":[{"href":"https:\/\/businesstriumphs.com\/index.php\/wp-json\/wp\/v2\/media?parent=23029"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/businesstriumphs.com\/index.php\/wp-json\/wp\/v2\/categories?post=23029"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/businesstriumphs.com\/index.php\/wp-json\/wp\/v2\/tags?post=23029"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}