VANCOUVER, BC, Dec. 5, 2023
/CNW/ - 1911 Gold Corporation ("1911 Gold" or the
"Company") (TSXV: AUMB) ) is pleased to announce that it has
upsized its previously announced non-brokered private placement to
now raise gross proceeds of C$3,900,000 (the "Offering"). The Offering is
expected to be comprised of a combination of (i) non-flowthrough
units of the Company ("Units") at $0.06 per Unit, each Unit shall consist of
one common share of the Company ("Share") and one warrant
("Warrant") exercisable to purchase one Share at
$0.10 for 24 months from the closing
date of the Offering; (ii) flowthrough units of the Company ("FT
Units") at $0.07 per FT Unit,
each FT Unit shall consist of one Share qualifying as a
flow-through share ("FT Share") for purposes of the Income
Tax Act (Canada) (the
"ITA") and one flow-through Warrant exercisable to purchase
one Share at $0.10 for 24 months from
the closing date of the Offering ("FT Warrant"); and (iii)
units of the Company issuable to residents in Manitoba at ("Manitoba FT Units")
$0.097 per Manitoba FT Unit, each
Manitoba Unit shall consist of one FT Share and one FT
Warrant.
The gross proceeds raised from the Offering will be used by the
Company as follows: (i) the proceeds from the sale of both the FT
Units and the Manitoba FT Units is expected to be used to fund
exploration programs qualifying as "Canadian Exploration Expenses"
and "flow-through mining expenditures" (as those terms are defined
in the ITA) at the Company's flagship Rice Lake property in
Manitoba, focusing on near-mine
target areas (such as the Central
Manitoba project); and (ii) the proceeds from the sale of
the Units is expected to be used primarily to fund the review and
optimization of the 43-101 resource report published in 2018 as
well as for general corporate purposes.
The closing of the Offering is expected to occur on or about
December 22, 2023 (the "Closing
Date") and is subject to receipt of all applicable regulatory
approvals, including the approval of the TSX Venture Exchange (the
"TSXV"). All securities issued under the Offering will be subject
to a statutory hold period of four months and one day from the
Closing Date.
Certain insiders of the Company (within the meaning of the rules
and policies of the TSXV) are expected to participate and purchase
Units under the Offering. The Offering will therefore constitute a
"related-party transaction" to the extent of such insiders'
participation within the meaning of TSXV Policy 5.9 and
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions("MI 61-101"). The Company intends
to rely 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, and does not anticipate filing, a material change report
more than 21 days before the closing of the Offering, since the
closing date for the Offering has not been finally determined and
the Company wishes to complete the Offering on an expedited basis
for commercial reasons.
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 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 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 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 the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE 1911 Gold Corporation