1911 GOLD Announces Upsize to Previously Announced Private Placement to $3.9 Million
1911 GOLD ANNOUNCES UPSIZE TO PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT TO $3.9
MILLION
Vancouver, British Columbia, December 5, 2023 – 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 secur ity 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
For further information, please contact:
Shaun Heinrichs
Chief Executive Officer
(604) 674-1293
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 Compa ny'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