1911 Gold Corporation Closes $8 Million Brokered Private Placement of Flow-Through Shares
Not for distribution to United States news wire services or for dissemination in the United States
Toronto, Ontario, December 30, 2021 – 1911 Gold Corporation ("1911 Gold" or the "Company") (TSXV: AUMB) (OTCQX: AUMBF) is pleased to announce that it has closed its previously announced "upsized" brokered private placement for aggregate gross proceeds of $8,000,000, which includes the full exercise of the agents’ option (the "Offering"). Pursuant to the Offering, the Company issued 20,500,000 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"). The Flow-Through Shares were issued in two tranches, with tranche one consisting of 6,000,000 Flow-Through Shares (the "Premium FT Shares") issued to purchasers resident in Manitoba at a price of $0.56 per Premium FT Share for aggregate gross proceeds of $3,360,000 and tranche two consisting of 14,500,000 Flow-Through Shares (the "National FT Shares") issued to purchasers resident in Canada at a price of $0.32 per National FT Share for aggregate gross proceeds of $4,640,000.
Canaccord Genuity Corp. acted as the sole placement agent (the "Agent") in connection with the Offering, pursuant to the terms of an agency agreement dated December 30, 2021. In consideration for their services, the Agents received a cash commission of $84,900 and 555,429 common shares of the Company. The Company also issued 737,813 non-transferable broker warrants to the Agent ("Broker Warrants"), with each Broker Warrant exercisable to acquire one common share of the Company at an exercise price of $0.35 per share until June 30, 2023.
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. All Qualifying Expenditures will be renounced in favour of the subscribers of the Flow-Through Shares effective December 31, 2021.
The Offering was 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 are subject to a hold period under applicable Canadian securities laws which will expire on May 1, 2022. The Offering is subject to final acceptance of the TSX Venture Exchange.
Certain directors and officers of the Company (the "Insiders"), subscribed for 171,875 National FT Shares, collectively, under the Offering on the same terms as arm's length investors. The participation of each of the Insiders in the Offering constitutes a "related party transaction" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Offering in reliance on sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101, as no securities of the Company are listed or quoted on the specified markets and the fair market value of the securities issued to the Insiders exceeds 25% of the Company's market capitalization as calculated in accordance with MI 61-101.
The securities offered have not been 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 58,000 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, where it is reprocessing historic tailings on a seasonal basis. 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 Tully and Denton-Keefer projects 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, and all local stakeholders, 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:
Chief Financial Officer
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 tax treatment of the Flow-Through Shares, the timing for the Qualifying Expenditures to be renounced in favour of the subscribers , the impact of COVID-19 on the business of the Company 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