/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Dec. 23,
2024 /CNW/ - 1911 Gold Corporation ("1911
Gold" or the "Company") (TSXV: AUMB) is pleased to
announce that it has closed its previously announced non-brokered
private placement offering, for aggregate gross proceeds to the
Company of $7,776,290 (the
"Offering"), with a lead investment from a corporate
investor.
Pursuant to the Offering, the Company sold an aggregate of: (i)
20,032,760 common shares in the capital of the Company that will
qualify as "flow-through shares" within the meaning of subsection
66(15) of the ITA issuable to residents of Manitoba (the "Manitoba FT Shares") at
a price of $0.239 per Manitoba FT
Share, (ii) 10,645,540 common shares in the capital of the Company
that will qualify as "flow-through shares" within the meaning of
subsection 66(15) of the Income Tax Act (Canada) (the "ITA") (the "National
FT Shares" and, together with the Manitoba FT Shares, the
"FT Shares") at a price of $0.185 per National FT Share, and (iii) 7,027,828
common shares in the capital of the Company (the "Common
Shares") at a price of $0.145 per
Common Share. The average combined per share price for the Offering
is equivalent to $0.206 per share, a
27.4% premium to the 10-day value weighted average share price for
1911 Gold as of December 6, 2024, the
last trading day prior to the announcement of the Offering.
The Company will use an amount equal to the gross proceeds
received by the Company from the sale of the FT Shares, pursuant to
the provisions in the ITA, to incur, directly or indirectly, on or
before December 31, 2025, expenses
("Qualifying Expenditures") related to the Company's
exploration programs at the Company's projects in Manitoba that are eligible "Canadian
exploration expenses" (as defined in the ITA), which will qualify
as "flow-through mining expenditures" (as defined in the ITA), and
renounce all the Qualifying Expenditures in favour of the
applicable subscribers of the FT Shares effective December 31, 2024. The net proceeds from the sale
of the Common Shares are expected to be used primarily to fund the
ongoing review and optimization of the future underground mining
operations as well as for general corporate purposes.
Anna Ladd-Kruger and Gary O'Connor, directors of the Company,
subscribed for 100,000 National FT Shares and 170,000 National FT
Shares, respectively, under the Offering on the same terms as arm's
length investors. The participation of Ms. Ladd-Kruger and Mr.
O'Connor in the Offering constitutes a "related-party transaction"
for the purposes of Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions ("MI
61-101"). The Company is exempt from the requirements to obtain
a formal valuation and minority shareholder approval in connection
with the Offering in reliance on sections 5.5(a) and 5.7(1)(a),
respectively, of MI 61-101 as neither the fair market value of the
securities issued to the related parties nor the fair market value
of the consideration for the securities issued to the related
parties exceeds 25% of the market capitalization of the Company as
calculated in accordance with MI 61-101. The Company did not file a
material change report more than 21 days before the expected
closing date of the Offering as the aforementioned insider
participation had not been confirmed at that time and the Company
wished to close the Offering as expeditiously as possible.
The Offering was made by way of private placement in each of the
provinces of Canada pursuant to
applicable exemptions from the prospectus requirements and, in the
case of the Common Shares, in the United
States and in certain other jurisdictions, in each case in
accordance with all applicable laws. The securities issued
under the Offering are subject to a four month hold period under
applicable Canadian securities laws which will expire on
April 24, 2025. The Offering is
subject to final acceptance of the TSX Venture Exchange.
The securities offered have not been, nor will they be,
registered under the United States Securities Act of 1933, as
amended, or any state securities law, and may not be offered or
sold in the United States absent
registration or an exemption from such registration requirements.
This news 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.
About 1911 Gold Corporation
1911 Gold is a junior explorer that holds a highly prospective,
consolidated land package totalling more than 63,000 hectares
within and adjacent to the Archean Rice Lake greenstone belt in
Manitoba, and also owns the True
North mine and mill complex at Bissett,
Manitoba. 1911 Gold believes its land package is a prime
exploration opportunity, with potential to develop a mining
district centred on the True North complex. The Company also owns
the Apex project near Snow Lake,
Manitoba and the Denton-Keefer project near Timmins, Ontario, and intends to focus on
organic growth and accretive acquisition opportunities in
North America.
1911 Gold's True North complex and exploration land package are
located within the traditional territory of the Hollow Water First
Nation, signatory to Treaty No. 5 (1875-76). 1911 Gold looks
forward to maintaining open, co-operative and respectful
communication with the Hollow Water First Nation, and all local
stakeholders, in order to build mutually beneficial working
relationships.
ON BEHALF OF THE BOARD OF DIRECTORS
Shaun Heinrichs
President and CEO
www.1911gold.com
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
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 "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or describes a "goal", or variation of such words and phrases or
state that certain actions, events or results "may", "could",
"would", "might" or "will" be taken, occur or be achieved.
All forward-looking statements reflect the Company's 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's 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.
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 use of proceeds
of the Offering, the timing and ability of the Company to receive
necessary regulatory approvals, including the final acceptance of
the Offering from the TSXV, the tax treatment of the FT Shares, the
timing for the Qualifying Expenditures to be renounced in favour of
the subscribers, and the plans, operations and prospects of the
Company, are forward-looking statements. 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.
All forward-looking statements contained 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.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE 1911 Gold Corporation
