Vancouver, British Columbia – Newsfile Corp. – July 11, 2024 – Visionary Metals Corp. (TSXV:VIZ) ("Visionary" or the "Company") is pleased to announce that it has closed the first tranche (the "First Tranche") of its previously announced non-brokered private placement (the "Offering"), issuing 3,036,000 units of the Company (each, a "Unit") at a price of $0.05 per Unit for aggregate gross proceeds of $151,800.
Each Unit is comprised of one common share of the Company (each, a "Unit Share") and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one common share of the Company (each, a "Warrant Share") at a price of $0.10 for a period of 48 months from the closing date of the Offering.
The net proceeds from the Offering will be used to fund the Company's 2024 exploration program and for general working capital purposes. The Company will provide additional information regarding closing of a second tranche once available. The closing of the Offering is subject to receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange (the "TSXV").
The Offering is being completed in accordance with the listed issuer financing exemption (the "LIFE Exemption") under NI 45-106 – Prospectus Exemptions. The Company did not issue any Units pursuant to the LIFE Exemption in the First Tranche. Any Unit Shares, Warrants, and Warrant Shares issued in the second tranche of the Offering to purchasers resident in each of the Provinces of Canada pursuant to the LIFE Exemption, will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.visionarymetalscorp.com. Prospective investors should read this offering document before making an investment decision.
In the First Tranche, the Company issued a total of 3,036,000 Units to purchasers not resident in each of the Provinces of Canada. Accordingly, the Unit Shares, Warrants, and Warrant Shares not issued pursuant to the LIFE Exemption will remain subject to a hold period of four months and one day in accordance with applicable securities laws.
In the First Tranche, Wes Adams, Visionary's Chief Executive Officer and a director, subscribed for 966,000 Units and James Stuckert, a holder of greater than 10% of the outstanding common shares of the Company, subscribed for 2,070,000 Units. The subscriptions of Mr. Adams and Mr. Stuckert each constitute a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the valuation and the minority approval requirements of MI 61-101 provided for in subsections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the subject matter of, and the consideration paid in the Offering, in relation to such insiders, does not represent more than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101. The participation by Mr. Adams and Mr. Stuckert in the Offering has been approved by directors of the Company who are independent in connection with such transactions. The Company did not file a material change report more than 21 days before the expected closing of the First Tranche, as the details of the First Tranche were not finalized until immediately prior to the closing and the Company wished to close the transaction as soon as practicable for sound business reasons.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
All $ amounts herein are in Canadian dollars unless otherwise noted.
About Visionary Metals Corp:
Visionary Metals Corp. is a Vancouver-based mineral exploration company focused on making new electric metals discoveries in Fremont County, Wyoming. Visionary's mission is to explore responsibly and to develop resources in a manner that is beneficial to all stakeholders. While central Wyoming has a strong mining history and favourable geologic conditions to host many types of metal deposits, it has never been systematically explored using modern techniques. The Company now controls a land package greater than 55 square kilometres with numerous drill ready targets, all accessible by road and within a one-hour drive from Visionary's US headquarters in Lander County, Wyoming.
For additional information, please visit:
www.visionarymetalscorp.com
Contact:
Wes Adams, Chief Executive Officer
Visionary Metals Corp.
410-325 Howe Street
Vancouver, BC V6C 1Z7
Tel: (303) 809-4668
FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking statements" within the meaning of Canadian securities legislation. These include, without limitation, statements with respect to the receipt of regulatory approvals, including the approval of the TSXV, closing of the Offering, closing of a second tranche of the Offering and the use of proceeds therefrom and statements with respect to the 2024 exploration program. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to the TSXV may refuse to grant approval of the Offering; the Company may reallocate the proceeds of the Offering for reasons that management believes are in the Company's best interests; the Company may not have additional subscribers to the Offering in respect of a second tranche; the Company may choose to defer, accelerate or abandon its exploration plans; general business, economic and regulatory risks; capital and operating costs varying significantly from management estimates; delays in obtaining or failures to obtain required governmental, environmental or other project approvals; uncertainties relating to the availability and costs of financing needed in the future; inflation; fluctuations in commodity prices; delays in the development of projects; and the other risks involved in the mineral exploration and development industry generally. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Neither the 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.
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