/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Dec. 10,
2024 /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 offering to now raise aggregate
gross proceeds of up to $8,100,000
(the "Offering"). The Offering has also been amended to now
include a combination of (i) common shares in the capital of the
Company that will qualify as "flow-through shares" within the
meaning of subsection 66(15) of the ITA issuable to residents of
Manitoba (the "Manitoba FT
Shares" and, together with the National FT Shares, the "FT
Shares") at a price of $0.239 per
Manitoba FT Share, (ii) common shares in the capital of the Company
that will qualify as "flow-through shares" within the meaning of
subsection 66(15) of the Income Tax Act (Canada) ("ITA") (the "National FT
Shares") at a price of $0.185 per
National FT Share, and (iii) common shares in the capital of the
Company (the "Common Shares") at a price of $0.145 per Common Share.
The proceeds raised from the Offering will be used by the
Company as follows: (i) an amount equal to the gross proceeds
received by the Company from the sale of the FT Shares are 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 projects in
Manitoba; and (ii) the net
proceeds from the sale of the Common Shares are expected to be used
primarily to fund the ongoing review and optimization of the future
underground mining operations as well as for general corporate
purposes.
The closing of the Offering is expected to occur on or about
December 23, 2024, or such other date
as the Company may determine, and is subject to receipt of all
applicable regulatory approvals, including, but not limited to, the
acceptance of the TSX Venture Exchange (the "TSXV"). The
Offering will be made by way of private placement in each of the
provinces of 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 four-month statutory hold period
under applicable Canadian securities laws.
The securities offered 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
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,
including the acceptance of the Offering from the TSXV, the tax
treatment of the FT Shares, 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 policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE 1911 Gold Corporation
