1911 GOLD Corporation Announces $5.2 Million "Bought Deal" Private Placement of Flow-Through Shares
1911 GOLD CORPORATION ANNOUNCES $5.2 MILLION "BOUGHT DEAL" PRIVATE PLACEMENT
OF FLOW-THROUGH SHARES
Not for distribution to United States news wire services or for dissemination in the United States
Toronto, Ontario, June 23 , 2020 – 1911 Gold Corporation ("1911 Gold" or the " Company") (TSXV:
AUMB) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. on
behalf of a syndicate of underwriters (collectively, the " Underwriters") in connection with a bought deal
private placement of 8,200,000 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") for aggregate gross proceeds of $5,208,000 (collectively, the " Offering"). The Flow -Through
Shares will be issued in two tranches. Tranche one will consist of 4,275,000 Flow-Through Shares (the
"Premium FT Shares") at a price of $0.75 per Premium FT Share to purchasers resident in Manitoba for
aggregate gross proceeds of $3,206,250. Tranche two will consist of 3,925,000 Flow-Through Shares (the
"National FT Shares ") at a price of $0.51 per National FT Share for aggregate gross proceeds of
$2,001,750.
The Company has also granted the Underwriters an option, exercisable in whole or in part at any time up
to 48 hours prior to closing of the Offering, which will allow the Underwriters to sell up to an additional
660,000 Premium FT Shares on the same terms for additional gross proceeds of up to $495,000.
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. A ll Qualifying Expenditures will be renounced in favour of the
subscribers of the Flow-Through Shares effective December 31, 2020.
The Offering is expected to close on or about July 14, 2020 and is subject to certain closing conditions
including, but not limited to, the receipt of all necessary approvals including the conditional acceptance of
the TSX Venture Exchange. The Offering is being 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 wi ll be subject to a hold period under applicable Canadian securities
laws expiring four months and one day from the closing date of the Offering.
The securities offered have not been registered under the U nited 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 gold producer and explorer that owns the True North mine and mill complex , and is
reprocessing historic tailings on a seasonal basis. In addition to operating True North at Bissett, Manitoba,
1911 Gold holds approximately 54,000 hectares of highly prospective land within and adjacent to the Rice
Lake greenstone belt. 1911 Gold believes its land package is a prime exploration opportunity, with potential
to develop a mining district centred on its True North facility. The Company also owns the Tully project 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 in order to build
mutually beneficial working relationships.
ON BEHALF OF THE BOARD OF DIRECTORS
Ron Clayton
President and CEO
For further information, please contact:
Shaun Heinrichs
Chief Financial 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 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 Flow-Through 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 the policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: 1911 Gold Corporation