/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Dec. 9, 2021 /CNW/ - 1911 Gold
Corporation ("1911 Gold" or the "Company") (TSXV:
AUMB) is pleased to announce that, based on significant investor
demand, the Company has increased the size of the previously
announced "best efforts" private placement (the "Offering")
from $5,000,000 to $7,000,000 from the sale of 17,375,000 common
shares of the Company that qualify as "flow-through shares" (within
the meaning of subsection 66(15) of the Income Tax Act
(Canada)) (the "Flow-Through
Shares"). The Flow-Through Shares will be issued in two
tranches. Tranche one will consist of up to 6,000,000 Flow-Through
Shares (the "Premium FT Shares") at a price of $0.56 per Premium FT Share to purchasers resident
in Manitoba for aggregate gross
proceeds of up to C$3,360,000.
Tranche two will consist of up to 11,375,000 Flow-Through Shares
(the "National FT Shares") at a price of $0.32 per National FT Share for aggregate gross
proceeds of up to C$3,640,000.
The Company has also granted the Agent an option, exercisable in
whole or in part at any time up to 48 hours prior to closing of the
Offering, to increase the size of the Offering through the issuance
of up to 3,125,000 National FT Shares at the National FT Price for
additional gross proceeds of up to C$1,000,000.
The gross proceeds from the sale of the Flow-Through Shares will
be used by the Company to incur eligible "Canadian exploration
expenses" (as defined in the Income Tax Act (Canada)) that will qualify as "flow-through
mining expenditures" (as defined in the Income Tax Act
(Canada) and, in respect of the
Premium FT Shares, subsection 11.7(1) of The Income Tax Act
(Manitoba)) (the "Qualifying
Expenditures") related to the Company's projects in
Manitoba. All Qualifying
Expenditures will be renounced in favour of the subscribers of the
Flow-Through Shares effective December 31,
2021.
The Offering is expected to close on or about December 29, 2021 and is subject to certain
closing conditions including, but not limited to, the receipt of
all necessary approvals including the conditional acceptance of the
TSX Venture Exchange. The Offering is being made by way of private
placement in Canada pursuant to
applicable exemptions from the prospectus requirements under
applicable Canadian securities laws. The securities issued under
the Offering will be subject to a hold period under applicable
Canadian securities laws expiring four months and one day from the
closing date of the Offering.
The securities referred to in this news release 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 58,000 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, where it is reprocessing historic tailings on a
seasonal basis. 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 Tully and Denton-Keefer projects near
Timmins, Ontario, and intends to
focus on both organic growth opportunities 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
Ron Clayton
President and CEO
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 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 Flow-Through Shares, the timing for the
Qualifying Expenditures to be renounced in favour of the
subscribers, the impact of COVID-19 on the business of the Company
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 the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE 1911 Gold Corporation