Press Release
Not for distribution to United States news wire services or for dissemination in the United States
Vancouver, British Columbia, June 8, 2026 – 1911 Gold Corporation (“1911 Gold” or the “Company”) (TSXV: AUMB; OTCQX: AUMBF; FRA: 2KY) is pleased to announce that it has filed a preliminary short form prospectus with the securities commissions in all Provinces of Canada (except Québec), in connection with an overnight marketed public offering (the “Offering”) comprised of: (i) common shares (“Common Shares”) of the Company (the “Offered Shares”); (ii) Common Shares to be issued as “flow-through shares” within the meaning of the Income Tax Act (Canada) (the “Tax Act”), which will be used to incur “Canadian exploration expenses” within the meaning of the Tax Act from or above the surface of the earth (the “CEE Series 1 Flow-Through Shares”); (iii) Common Shares to be issued as “flow-through shares” within the meaning of the Tax Act, which will be used to incur “Canadian exploration expenses” within the meaning of the Tax Act (the “CEE Series 2 Flow-Through Shares”); and (iv) Common Shares to be issued as “flow-through shares” within the meaning of the Tax Act, which will be used to incur “Canadian development expenses” within the meaning of the Tax Act (the “CDE Flow-Through Shares”).
The Offering will be conducted through a syndicate of underwriters led by Roth Canada, Inc. (the “Lead Underwriter”), as lead underwriter, BMO Capital Markets (together with the Lead Underwriter, the “Joint Bookrunners”), as joint bookrunners, and a syndicate of underwriters (together with the Joint Bookrunners, the “Underwriters”).
Final pricing, the number of Offered Shares, CEE Series 1 Flow-Through Shares, CEE Series 2 Flow-Through Shares and CDE Flow-Through Shares to be sold, and the gross proceeds of the Offering will be determined in the context of the market at the time of entering into of a definitive underwriting agreement between the Company and the Underwriters.
The Company intends to grant the Underwriters an option, exercisable in whole or in part, at any time and from time to time for a period of 30 days from and including the closing of the Offering, to purchase for resale (or arrange for purchase by substituted purchasers) up to such number of additional Offered Shares on the same terms as the Offered Shares, as is equal, in the aggregate, to 15% of the number of offered securities sold under the Offering, to cover over-allotments, if any, and for market stabilization purposes (the “Over-Allotment Option”).
The securities to be issued under the Offering will be offered by way of a final short form prospectus (the “Prospectus”) in each of the provinces of Canada (except Québec), and may be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws, and certain other jurisdictions outside of Canada and the United States.
The Company intends to use the net proceeds of the Offering to fund ongoing exploration and development activities on its True North Gold Project, technical studies, and for working capital purposes, as will be more particularly described in the Prospectus. In connection with subscriptions for CEE Series 1 Flow-Through Shares, CEE Series 2 Flow-Through Shares and CDE Flow-Through Shares under the Offering, the Company will covenant to incur and renounce: (i) to subscribers of the CEE Series 1 Flow-Through Shares, “Canadian exploration expenses” that will qualify as “flow-through mining expenditures”, each within the meaning of the Tax Act, and (for certain individual Manitoba taxpayers) “flow-through mining expenditures” within the meaning of The Income Tax Act (Manitoba), in an amount equal to the aggregate purchase price of the CEE Series 1 Flow-Through Shares; (ii) to subscribers of the CEE Series 2 Flow-Through Shares, “Canadian exploration expenses” within the meaning of the Tax Act in an amount equal to the aggregate purchase price of the CEE Series 2 Flow-Through Shares; and (iii) to subscribers of the CDE Flow-Through Shares, “Canadian development expenses” within the meaning of the Tax Act in an amount equal to the aggregate purchase price of the CDE Flow-Through Shares.
The Offering is scheduled to close on or around June 30, 2026, or such other date as the Company and the Underwriters may agree. Closing of the Offering is subject to customary closing conditions, including, but not limited to, the execution of an underwriting agreement and the receipt of all necessary regulatory approvals, including the approval of the securities regulatory authorities and the TSX Venture Exchange (the “TSXV”). The preliminary short form prospectus is available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold to or for the account or benefit of persons in the “United States” (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About 1911 Gold Corporation
1911 Gold is an advanced gold explorer and developer focused on its 100%-owned True North Gold Project in the Archean Rice Lake Greenstone Belt in Manitoba, Canada. The Company controls a large, highly prospective ~62,000-hectare land package with numerous past-producing gold operations within trucking distance of the fully built and permitted True North mine and mill complex. 1911 Gold is positioning itself to restart operations in 2027 and offers a unique, near-term production story with significant exploration upside. The strategy is to build a district-scale gold mining operation around a centralized, and readily expandable infrastructure to support a socially and environmentally responsible, long-term mining operation with little development risk and a growing mineral resource base.
1911 Gold’s True North complex and the exploration land package are located within and among the First Nation communities of the Hollow Water First Nation and the Black River First Nation. 1911 Gold looks forward to maintaining open, cooperative, and respectful communications with all of our local communities and stakeholders to foster mutually beneficial working relationships.
ON BEHALF OF THE BOARD OF DIRECTORS
Shaun Heinrichs
President and CEO
For further information, please contact:
Shaun Heinrichs
President and Chief Executive Officer
(604) 674-1293
ir@1911gold.com
www.1911gold.com
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