Visible GOLD Mines Announces Closing of Private Placement
VISIBLE GOLD MINES ANNOUNCES CLOSING
OF PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE
UNITED STATES
/
ROUYN-NORANDA, QC
,
Nov. 7, 2024
/CNW/ -
Visible Gold Mines Inc.
(TSXV: VGD) (
Frankfurt
:
3V41) ("
Visible Gold Mines
" or the "
Corporation
") is pleased to announce the closing of a private
placement (the "
Private Placement
") of 2,000,000 units (the "
Units
") at a price of
$0.075
per Unit,
for gross proceeds to Visible Gold Mines of
$150,000
. Each Unit is comprised of one common share
and one common share purchase warrant (a "
Warrant
"). Each Warrant entitles the holder to acquire
one additional common share of Visible Gold Mines at a price of
$0.11
until November
7, 2026.
The net proceeds from the issuance of the Units will be used for general and administrative
purposes and for exploring the Corporation's mining properties located in the province of Québec.
The Corporation has not engaged a security dealer in connection with the Private Placement and no
finder's fees or commissions were paid in connection with the Private Placement.
As a result of the closing of the Private Placement, there are now 37,155,164 common shares
issued and outstanding on a non-diluted basis. Under applicable securities legislation and the policies
of the TSX Venture Exchange, the securities issued in the private placement are subject to a four-
month hold period, expiring on
March 8, 2025
. The Private Placement is subject to final acceptance
by the TSX Venture Exchange.
Martin Dallaire
, the President and Chief Executive Officer of the Corporation and a director of Visible
Gold Mines purchased 500,000 Units for total consideration of
$37,500
(representing 1.345% of the
issued and outstanding common shares of the Corporation following the closing of the Private
Placement).
Immediately after the closing of the Private Placement, Mr. Dallaire owned, directly and indirectly, or
exercises control over (i)
5,254,500 common shares of the Corporation, representing 14.14% of the
issued and outstanding common shares of the Corporation, (ii)
warrants entitling Mr. Dallaire to
purchase up to 1,125,000 common shares of the Corporation, and (iii)
options entitling Mr. Dallaire
to acquire up to 1,530,000 common shares of the Corporation. Assuming the exercise of all
warrants and options beneficially held by
Martin Dallaire
, following the closing of the Private
Placement, Mr. Dallaire would own 7,909,500 common shares of the Corporation, representing, on
a partially-diluted basis, 19.87% of the Corporation's common shares that would then be issued and
outstanding.
Mr. Dallaire is considered a "related party" and an "insider" of the Corporation for the purposes of
applicable securities laws and stock exchange rules. The subscription and issuance of Units to Mr.
Dallaire constitutes a related party transaction, but is exempt from the formal valuation and minority
approval requirements of Multilateral Instrument 61-101
–
Protection of Minority Security Holders in
Special Transactions
("
MI 61-101
") as the Corporation's securities are not listed on any stock
exchange identified in Section 5.5(b) of MI 61-101 and neither the fair market value of the Units
issued to Mr. Dallaire, nor the fair market value of the entire Private Placement, exceeds 25% of the
Corporation's market capitalization. The Corporation did not file a material change report with
respect to the participation of Mr. Dallaire at least 21 days prior to the closing of the Private
Placement as Mr. Dallaire participation was not determined at that time.
Mr. Dallaire, a director of the Corporation, has disclosed its interest to the Board of the Directors of
the Corporation pursuant to Section 120 of the
Canada Business Corporations Act
to the effect that
he may participate in the Private Placement and subscribe to Units. The terms of the Private
Placement and the agreements relating thereto were submitted to and unanimously approved by
way of a resolution adopted by all the directors of the Corporation other than Mr. Dallaire. Mr.
Dallaire did not vote on the resolution to approve the Private Placement and the agreements relating
thereto. The directors of the Corporation, other than Mr. Dallaire, determined that the Private
Placement was in the best interest of the Corporation.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities of the Corporation in
the United States
. The securities of the Corporation offered pursuant
to the Private Placement 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 within
the United States
or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such registration is
available.
The Corporation also wishes to correct a statement in its press release dated
February 26, 2024
regarding the voting results obtained at the annual and special meeting of shareholders held on
February 22, 2024
(the "Meeting") in respect of the Corporation's stock option plan (the "Plan").
Contrary to what was indicated in the foregoing press release, the resolution ratifying and confirming
the Plan was approved by a majority of the shareholders present in person or represented by proxy
at the Meeting, as opposed to a majority of the disinterested shareholders of the Corporation. There
was no vote of the disinterested shareholders, nor was there a requirement to have a vote by
disinterested shareholders at the Meeting.
About Visible Gold Mines
Visible Gold Mines is a vibrant company actively exploring for the next major gold deposit in
northwestern Québec, considered one of the world's best jurisdictions for mining and exploration.
Forward-Looking Statements
This news release contains statements that may constitute "forward-looking information" within the
meaning of applicable Canadian securities legislation. Forward-looking information may include,
among others, statements relating to the use of proceeds from the private placement, statements
regarding the future plans, costs, objectives or performance of the Corporation, or the assumptions
underlying any of the foregoing. In this news release, words such as "may", "would", "could", "will",
"likely", "believe", "expect", "anticipate", "intend", "plan", "estimate" and similar words and the
negative form thereof are used to identify forward-looking statements. Forward-looking statements
should not be read as guarantees of future performance or results, and will not necessarily be
accurate indications of whether, or the times at or by which, such future performance will be
achieved. No assurance can be given that any events anticipated by the forward-looking information
will transpire or occur, including the use of proceeds from the private placement. Forward-looking
information is based on information available at the time and/or management's good-faith belief with
respect to future events and are subject to known or unknown risks, uncertainties, assumptions and
other unpredictable factors, many of which are beyond the Corporation's control. These risks,
uncertainties and assumptions include, but are not limited to, those described under "Financial risk
management objectives and policies" and "Risk Factors" in the Corporation's' Annual Report for the
fiscal year ended
July 31, 2023
, a copy of which is available on SEDAR at
www.sedar.com
, and
could cause actual events or results to differ materially from those projected in any forward-looking
statements. The Corporation does not intend, nor does the Corporation undertake any obligation, to
update or revise any forward-looking information contained in this news release to reflect
subsequent information, events or circumstances or otherwise, except if required by applicable laws.
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
the release.
SOURCE
Visible Gold Mines Inc.
View original content:
http://www.newswire.ca/en/releases/archive/November2024/07/c3607.html
%SEDAR: 00025339E
For further information:
For further information, please contact: Martin Dallaire, President and
Chief Executive Officer, Telephone: 819-762-0107, Fax: 819-762-0097, E-mail:
[email protected], Website: www.visiblegoldmines.com
CO: Visible Gold Mines Inc.
CNW 17:15e 07-NOV-24