/NOT FOR DISTRIBUTION TO UNITED
STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
TORONTO, Dec. 30, 2021 /CNW/ - 1911 Gold
Corporation ("1911 Gold" or the "Company") (TSXV:
AUMB) (OTCQX: AUMBF) is pleased to announce that it has closed its
previously announced "upsized" brokered private placement for
aggregate gross proceeds of $8,000,000, which includes the full exercise of
the agents' option (the "Offering"). Pursuant to the
Offering, the Company issued 20,500,000 common shares of the
Company that will qualify as "flow-through shares" (within the
meaning of subsection 66(15) of the Income Tax Act
(Canada)) (collectively, the
"Flow-Through Shares"). The Flow-Through Shares were issued
in two tranches, with tranche one consisting of 6,000,000
Flow-Through Shares (the "Premium FT Shares") issued to
purchasers resident in Manitoba at
a price of $0.56 per Premium FT Share
for aggregate gross proceeds of $3,360,000 and tranche two consisting of
14,500,000 Flow-Through Shares (the "National FT Shares")
issued to purchasers resident in Canada at a price of $0.32 per National FT Share for aggregate gross
proceeds of $4,640,000.
Canaccord Genuity Corp. acted as the sole placement agent (the
"Agent") in connection with the Offering, pursuant to the
terms of an agency agreement dated December
30, 2021. In consideration for their services, the Agents
received a cash commission of $84,900
and 555,429 common shares of the Company. The Company also issued
737,813 non-transferable broker warrants to the Agent ("Broker
Warrants"), with each Broker Warrant exercisable to acquire one
common share of the Company at an exercise price of $0.35 per share until June
30, 2023.
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 was 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
are subject to a hold period under applicable Canadian securities
laws which will expire on May 1,
2022. The Offering is subject to final acceptance of the TSX
Venture Exchange.
Certain directors and officers of the Company (the
"Insiders"), subscribed for 171,875 National FT Shares,
collectively, under the Offering on the same terms as arm's length
investors. The participation of each of the Insiders 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 or minority shareholder approval in connection with the
Offering in reliance on sections 5.5(b) and 5.7(1)(a),
respectively, of MI 61-101, as no securities of the Company are
listed or quoted on the specified markets and the fair market value
of the securities issued to the Insiders exceeds 25% of the
Company's market capitalization as calculated in accordance with MI
61-101.
The securities offered have not been 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 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