1911 Gold Announces Upsize of Previously Announced “Best Efforts” Life Offering and Private Placement to C$17 Million

Core Viewpoint - 1911 Gold Corporation has announced an upsized private placement offering totaling C$17 million, amending its previous agreement with Haywood Securities and Velocity Capital Partners [1][11]. Offering Details - The upsized offering includes the sale of up to 3,184,000 common shares qualifying as "flow-through shares" at a price of C$0.64 per share, and 14,802,000 common shares qualifying as "accelerated Canadian development expenses" at a price of C$0.554 per share, aiming for gross proceeds of up to C$10,238,068 from the LIFE Offering [2]. - Additionally, the offering includes up to 6,889,000 common shares at C$0.45 per share and 5,655,000 common shares qualifying as "flow-through shares" at the same price of C$0.64, targeting gross proceeds of up to C$6,719,250 from the PP Offering, leading to total gross proceeds of up to C$16,957,318 from the Marketed Offering [3]. Agents' Option - The agents have been granted an option to sell an additional 15% of the Marketed Offering in CEE Offered Shares at the CEE Issue Price, exercisable up to 48 hours before the closing date [4]. Use of Proceeds - Proceeds from the sale of CEE Offered Shares will be used for qualifying expenditures as defined in the Tax Act, with a commitment to renounce these expenditures to purchasers by December 31, 2025 [6]. - Proceeds from the sale of CDE Offered Shares will similarly be used for "accelerated Canadian development expenses," with a renouncement commitment by December 31, 2026 [7]. - Net proceeds from the Non-FT Shares will be allocated for general corporate and working capital purposes [8]. Regulatory Compliance - The offering will comply with various exemptions under Canadian securities laws, including the "accredited investor" and "minimum amount investment" exemptions [5]. - The CEE LIFE Shares and CDE Offered Shares will not have resale restrictions, while Non-FT Shares and CEE PP Shares will be subject to a hold period of four months and one day from the closing date [9]. Closing Timeline - The upsized offering is expected to close around October 15, 2025, pending necessary approvals from the TSX Venture Exchange and applicable regulatory authorities [11]. Compensation to Agents - The company will pay the agents a cash commission of 6.0% of the gross proceeds from the upsized offering, with potential reductions for certain purchases, along with non-transferable compensation options [12]. Company Overview - 1911 Gold Corporation is a junior developer with a consolidated land package exceeding 61,647 hectares in Manitoba, Canada, and owns the True North mine and mill complex [14]. - The company is focused on advancing organic growth and pursuing acquisition opportunities across North America [15].