Visionary Metals Corp. Announces Closing of Non-Brokered Private Placement

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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.


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