VANCOUVER, BC,
Dec. 27,
2023 /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 (the "Offering"), raising gross proceeds
of $3,900,000, with Eric Sprott investing $1,000,000 for a 12.4% ownership position in the
Company.
The Offering was comprised of a combination of: (i) 51,562,500
non-flowthrough units of the Company (the "Units") at
$0.06 per Unit for total proceeds of
$3,093,750, each Unit consisting of
one common share of the Company (a "Share") and one warrant
(a "Warrant"), with each Warrant exercisable to purchase one
common share of the Company (a "Warrant Share") at
$0.10 per Warrant Share for 24 months
from the closing date of the Offering; (ii) 2,260,715 flowthrough
units of the Company (the "FT Units") at $0.07 per FT Unit for total proceeds of
$158,250, with each FT Unit comprised
of one common share of the Company qualifying as a flow-through
share ("FT Share") for purposes of the Income Tax Act
(Canada) (the "ITA") and
one flow-through warrant (a "FT Warrant") exercisable to
purchase one common share of the Company (a "FT Warrant
Share") at $0.10 per FT Warrant
Share for 24 months from the closing date of the Offering; and
(iii) 6,666,667 units of the Company issuable to residents in
Manitoba (the "Manitoba FT
Units") at $0.097 per Manitoba FT
Unit for total proceeds of $648,000,
each Manitoba FT Unit comprised 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 aggregate proceeds from the sale of 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) (the "Qualifying Expenditures") at the Company's
flagship Rice Lake property in Manitoba on or before December 31, 2024, and to renounce all the
Qualifying Expenditures in favour of the subscribers of the FT
Units and Manitoba FT Units with an effective date not later than
December 31, 2023, 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 National
Instrument 43-101 resource report published in 2018 as well as for
general corporate purposes.
All securities issued in connection with the Offering are
subject to a four-month and one-day hold period in Canada in accordance with applicable Canadian
securities laws. The Offering remains subject to the final approval
of the TSX Venture Exchange (the "TSXV").
Certain insiders of the Company (within the meaning of the rules
and policies of the TSXV) (the "Insiders") have purchased an
aggregate of 2,498,750 Units and 475,715 FT Units under the
Offering. The Insider's participation in the Offering therefore
constitutes a "related-party transaction" 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 is relying 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 a material change report more
than 21 days before the closing of the Offering as the details of
the Offering and the participation therein by each "related party"
of the Company were not settled until shortly prior to the closing
of the Offering, and the Company wished to close the Offering on an
expedited basis for sound business reasons.
Eric Sprott through 2176423
Ontario Ltd. ("2176423"), a corporation which is
beneficially owned by him, acquired 16,666,667 Units under the
Offering, accordingly, upon closing of the Offering, Mr. Sprott
will beneficially own or control 16,666,667 Shares and 16,666,667
Warrants representing approximately 12.4% of the issued and
outstanding common shares of the Company on a non-diluted basis and
22.1% of the issued and outstanding common shares of the Company on
a partially diluted basis assuming the exercise of such warrants.
Prior to the Offering, Mr. Sprott did not beneficially own or
control any securities of the Company.
Mr. Sprott has agreed not to exercise his warrants until such
time as the Company can obtain disinterested shareholder approval
of the creation of a new control person, which is required once Mr.
Sprott passes the 20% ownership threshold. The Company has agreed
to hold a shareholders' special meeting on or before June 30, 2024, at which time such approval will
be sought.
The Units acquired by Mr. Sprott are held for investment
purposes. Mr. Sprott has a long-term view of the investment and may
acquire additional securities including on the open market or
through private acquisitions or sell the securities including on
the open market or through private dispositions in the future
depending on market conditions, reformulation of plans and/or other
relevant factors.
A copy of the early warning report with respect to the foregoing
will appear on SEDAR+ at www.sedarplus.ca and may also be obtained
by calling Mr. Sprott's office at (416) 945-3294 (2176423 Ontario
Ltd., 7 King Street East, Suite 1106, Toronto, ON M5C 3C5).
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.
Debt Settlement
The Company has amended the settlement of historical accounts
payable related to exploration and legal services provided in 2022,
as previously announced on December 5,
2023, from $97,716 to
$91,991 due to adjustments on
underlying invoices. The amended settlement will result in the
issuance of 1,022,125 common shares of the Company at a deemed
price of $0.09 per common share. The
common shares issued pursuant to the debt settlement will be
subject to a statutory hold period which will expire four months
and one day from the date of closing of the debt settlement.
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
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