1911 Gold Corporation (TSX-V: AUMB) is pleased to announce that it has closed its previously announced non-brokered private placement offering, for aggregate gross proceeds to the Company of $7,776,290, with a lead investment from a corporate investor.

Pursuant to the Offering, the Company sold an aggregate of: (i) 20,032,760 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 at a price of $0.239 per Manitoba FT Share, (ii) 10,645,540 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) at a price of $0.185 per National FT Share, and (iii) 7,027,828 common shares in the capital of the Company  at a price of $0.145 per Common Share. The average combined per share price for the Offering is equivalent to $0.206 per share, a 27.4% premium to the 10-day value weighted average share price for 1911 Gold as of December 6, 2024, the last trading day prior to the announcement of the Offering.

The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Shares, pursuant to the provisions in the ITA, to incur, directly or indirectly, on or before December 31, 2025, expenses related to the Company’s exploration programs at the Company’s projects in Manitoba that are eligible “Canadian exploration expenses” (as defined in the ITA), which will qualify as “flow-through mining expenditures” (as defined in the ITA), and renounce all the Qualifying Expenditures in favour of the applicable subscribers of the FT Shares effective December 31, 2024. 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.

Anna Ladd-Kruger and Gary O’Connor, directors of the Company, subscribed for 100,000 National FT Shares and 170,000 National FT Shares, respectively, under the Offering on the same terms as arm’s length investors. The participation of Ms. Ladd-Kruger and Mr. O’Connor in the Offering constitutes a “related-party transaction” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the Offering in reliance on sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 as neither the fair market value of the securities issued to the related parties nor the fair market value of the consideration for the securities issued to the related parties exceeds 25% of the market capitalization of the Company as calculated in accordance with MI 61-101. The Company did not file a material change report more than 21 days before the expected closing date of the Offering as the aforementioned insider participation had not been confirmed at that time and the Company wished to close the Offering as expeditiously as possible.

The Offering was made by way of private placement in each of the provinces of Canada pursuant to applicable exemptions from the prospectus requirements and, in the case of the Common Shares, in the United States and in certain other jurisdictions, in each case in accordance with all applicable laws. The securities issued under the Offering are subject to a four month hold period under applicable Canadian securities laws which will expire on April 24, 2025. The Offering is subject to final acceptance of the TSX Venture Exchange.

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.