What is and what is not "Material" is not a hard and fast delineation and is open to interpretation. There are both material and immaterial drill assays. In relation to our discussion on the release of news while a PP remains outstanding, I have seen it done and it seems 1911 gold felt able to do so but the TSX-V did not agree in the case below. Perhaps, I would reiterate, it may not be a hard and fast rule to institute a blackout period with an open PP but it may well be "best practice" to do so.
1911 Gold denied TSX-V approval for $17M offering
2025-10-20 17:43 ET - News Release
Mr. Shaun Heinrichs reports
1911 GOLD PROVIDES UPDATE ON "BEST EFFORTS" LIFE OFFERING AND PRIVATE PLACEMENT
The TSX Venture Exchange has denied regulatory approval for 1911 Gold Corp.'s $17-million best-effort LIFE (listed issuer financing exemption) offering and private placement announced on Sept. 19, 2025. As a result, the offering will not be closed on or about Oct. 15, 2025, as previously announced on Sept. 19, 2025, and it may not close at all. The company is pursuing a formal appeal of this decision under the rules of the TSX-V, and a further announcement will be made once the appeal has been determined.
Under the material information exception to the definition of market price under the policies of the TSX-V, an issuer can be required to reprice an offering where the issuer announces a material fact or material change subsequent to the pricing of an offering. The TSX-V has informed the company that it believes that this exception applies to the offering as a result of the company's news release dated Oct. 7, 2025, where the company announced certain assay results in the ordinary course of its continuing 2025 exploration program. The company does not consider the assay results announcement to have constituted a material change or a material fact or that the assay results announcement had any material effect on previous or subsequent share price appreciation, and, accordingly, the company believes that the material information exception does not apply to the offering and is pursuing the appeal accordingly.
"We have held several discussions with the TSX-V regarding regulatory approval for the offering, and we intend to strenuously pursue the appeal," stated Shaun Heinrichs, chief executive officer of the company. "While we remain encouraged by the assay results, we do not believe the recent share price appreciation is related to it and that our current performance reflects renewed investor interest in the company's restart strategy and the significant progress achieved to date. It also reflects the general positive market sentiment resulting from elevated precious metal prices and a significant increase in interest in the gold sector, particularly towards companies like 1911 Gold that have advanced, permitted operations with real near-term production prospects."
The company previously closed a $13.2-million bought deal offering of flow-through common shares and non-flow-through common shares as announced on July 17, 2025. The company remains well capitalized as a result of the July financing and funds received from the exercise of warrants, enabling it to complete the business objectives announced in connection with the July financing. The proceeds from the offering were intended to expand and accelerate the underground exploration and development programs at the True North project, and the company will continue to evaluate other financing opportunities should the appeal be unsuccessful. |
