Mr. Shaun Heinrichs reports

1911 GOLD ANNOUNCES C$20 MILLION "BEST EFFORTS" LIFE OFFERING AND PRIVATE PLACEMENT

1911 Gold Corp. has entered into an agreement with Haywood Securities Inc., as lead agent and sole bookrunner, on its own behalf and on behalf of a syndicate of agents, pursuant to which the agents have agreed to sell, on a best efforts private placement basis, up to: (i) 8,065,000 Canadian development expenses (CDE) flow-through units at a price of 99.2 cents per CDE offered unit; and (ii) 3,418,500 Canadian exploration expenses (CEE) flow-through units at a price of $1.104 per tranche 1 CEE LIFE (listed issuer financing exemption) unit, for aggregate gross proceeds to the company from the sale of CDE offered units and tranche 1 CEE LIFE units of up to $11,774,504.

Additionally, Haywood, on its own behalf and on behalf of the agents, has agreed to sell, on a best efforts private placement basis, up to: (i) 3.75 million units of the company at a price of 80 cents per non-flow-through (NFT) unit; (ii) 2,016,500 Canadian exploration expenses flow-through units at the tranche 1 CEE issue price; and (iii) 2,315,000 Canadian exploration expenses flow-through units at a price of $1.296 per tranche 2 CEE unit, for aggregate gross proceeds to the company from the sale of the NFT units, tranche 1 CEE PP units and tranche 2 CEE units of up to $8,226,456. The marketed offering combines aggregate gross proceeds to the company of up to $20,000,960. The CDE offered units, tranche 1 CEE units, tranche 2 CEE units and NFT units are referred to herein as the offered units.

Each CDE offered unit will consist of one common share to be issued as a flow-through share with respect to Canadian development expenses that qualifies as accelerated Canadian development expenses (within the meaning of the tax act) and one-half of one common share purchase warrant of the corporation. Each tranche 1 CEE unit will consist of one common share to be issued as a flow-through share with respect to Canadian exploration expenses (within the meaning of tax act) and one-half warrant. Each tranche 2 CEE unit will consist of one common share to be issued as a flow-through share with respect to Canadian exploration expenses (within the meaning of tax act) that qualify as flow-through mining expenditures and that are incurred in the province of Manitoba, and qualify for the 30-per-cent provincial Manitoba mineral exploration tax credit and one-half warrant. Each NFT unit will consist of one common share and one-half of one warrant. Each warrant will entitle the holder to acquire one common share at a price per warrant share of $1.20 for a period of 24 months from the closing date of the offering.

The company has granted the agents an option to sell up to an additional 15 per cent of the marketed offering in any combination of: NFT units at the NFT issue price, tranche 1 CEE PP (private placement) units at the tranche 1 CEE issue price, and tranche 2 CEE units at the tranche 2 CEE issue price, exercisable in whole or in part at any time up to 48 hours prior to the closing date of the offering.

The NFT units, tranche 1 CEE PP units and tranche 2 CEE units will be issued and sold to eligible purchasers pursuant to the available accredited investor, minimum amount investment, and family, friends and business associates private placement exemptions, in accordance with National Instrument 45-106, Prospectus Exemptions, in each of the provinces of Canada. The CDE offered units and tranche 1 CEE LIFE units will be offered and sold to eligible purchasers pursuant to the listed issuer financing prospectus exemption under Part 5A of NI 45-106 and Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, in each of the provinces of Canada. The offered units may be offered and sold to eligible purchasers pursuant to the LIFE in, the United States and in certain offshore foreign jurisdictions. The offered units sold to purchasers in the United States will be made on a private placement basis pursuant to one or more exemptions from registration requirements of the United States Securities Act of 1933, as amended.

For the tranche 1 CEE units, the company, pursuant to the provisions in the tax act shall use an amount equal to the gross proceeds of the sale of the tranche 1 CEE units to incur qualifying expenditures after the closing date and prior to Dec. 31, 2026, in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of tranche 1 CEE units. The company shall renounce the qualifying expenditures so incurred to the purchasers of the tranche 1 CEE units effective on or before Dec. 31, 2025.

For the tranche 2 CEE units, the company, pursuant to the provisions in the tax act shall use an amount equal to the gross proceeds of the sale of the tranche 2 CEE units to incur qualifying expenditures after the closing date and prior to Dec. 31, 2026, in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of tranche 2 CEE units. The company shall renounce the qualifying expenditures so incurred to the purchasers of the tranche 2 CEE units effective on or before Dec. 31, 2025.

For the CDE offered units, the company, pursuant to the provisions in the tax act shall use an amount equal to $2-million of the gross proceeds of the sale of the CEE offered units to incur accelerated Canadian development expenses after the closing date and prior to March 31, 2026, in the aggregate amount of not less than $2-million of the gross proceeds raised from the issue of CDE offered units. Additionally, the company, pursuant to the provisions in the tax act shall use an amount equal to the gross proceeds of the sale of the CEE offered units, less $2-million, to incur accelerated Canadian development expenses after the closing date and prior to June 30, 2026, in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of CDE offered units, less $2-million. The company shall renounce the qualifying expenditures so incurred to the purchasers of the CDE offered units effective on or before March 31, 2026, with respect to $2-million and June 30, 2026, with respect to the remainder of the gross proceeds raised from the issue of CDE offered units.

The net proceeds from the sale of the NFT units shall be used for general corporate and working capital purposes.

The CDE offered units and tranche 1 CEE LIFE units to be issued under the offering will not be subject to resale restrictions pursuant to applicable Canadian securities laws.

The NFT units, tranche 1 CEE PP units and tranche 2 CEE units to be issued under the offering will be subject to a hold period in Canada expiring four months and one day from the closing date of the offering.

There is an offering document related to the LIFE offering of CDE offered units and tranche 1 CEE LIFE units that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors of the CDE offered units and tranche 1 CEE LIFE units should read the offering document before making an investment decision.

The offering is expected to close on or about Dec. 4, 2025, or such other date as the company and the agents may agree, and is subject to certain closing conditions, including, but not limited to, the receipt of all necessary approvals, including the conditional listing approval of the TSX Venture Exchange and the applicable securities regulatory authorities. The offering is subject to final acceptance of the TSX-V.

In consideration for their services, the company has agreed to pay the agents a cash commission equal to 6.0 per cent of the gross proceeds from the offering (subject to reduction to 3.0 per cent on certain president's list purchases) and that number of non-transferable compensation options (the compensation options) as is equal to 6.0 per cent of the aggregate number of offered units sold under the offering (subject to reduction to 3.0 per cent on certain president's list purchases). Each compensation option is exercisable to acquire one common share of the company at a price equal to the NFT issue price for a period of 24 months from the closing date of the offering, except compensation options issued with respect to president's list purchasers, with such compensation options to be exercisable for a period of nine months from the closing date of the offering.

About 1911 Gold Corp.

1911 Gold is a junior explorer and developer that holds a highly prospective, consolidated land package totalling more than 61,647 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 in Manitoba. 1911 Gold believes its land package is a prime exploration opportunity, with the potential to develop a mining district centred on the True North complex. The company also owns the Apex project near Snow Lake, Man., and the Denton-Keefer project near Timmins, Ont., and intends to focus on organic growth and accretive acquisition opportunities in North America.

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, co-operative and respectful communications with all of its local communities and stakeholders to foster mutually beneficial working relationships.

We seek Safe Harbor.