Visible GOLD Mines Announces Issuance of Shares IN Payment of Certain Debts
VISIBLE GOLD MINES ANNOUNCES
ISSUANCE OF SHARES IN PAYMENT OF
CERTAIN DEBTS
ROUYN-NORANDA, QC
,
Sept. 18, 2023
/CNW/ -
Visible Gold Mines Inc. ("Visible Gold")
(TSXV:
VGD) (
Frankfurt
: 3V41) announces that it intends to issue an 78,125 common shares at a deemed
price per share of
$0.16
in partial settlement of a debt in an amount of
$12,500
. The debt resulted
from management services provided by a company controlled by Visible Gold's President and Chief
Executive Officer (the "
Debt Settlement
"), from
April 2023
to
August 2023
, inclusively.
The Debt Settlement is considered a "related party transaction" as defined under Multilateral
Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
").
9086-0735 Québec Inc. ("
9086
"), a company controlled by
Martin Dallaire
, the President, Chief
Executive Officer and a director of Visible Gold, shall be issued 78,125 common shares of Visible
Gold at a price per share of
$0.16
(representing 0.22% of the issued and outstanding common
shares of Visible Gold following the issuance. Immediately after the issuance,
Martin Dallaire
will
hold, directly or indirectly, 4,357,625 common shares, 625,000 common share purchase warrants
and 1,365,000 stock options of Visible Gold.
The Debt Settlement will be exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 as Visible Gold's securities are not listed on any of the stock exchanges
set out in Section 5.5(b) of MI 61-101 and neither the fair market value of the common shares to be
issued to the company controlled by Visible Gold's President and Chief Executive Officer and to the
company controlled by Visible Gold's Chief Financial Officer, nor the fair market value of the services
provided by such companies, exceeds 25% of Visible Gold's market capitalization.
Mr. Dallaire, a director of the Company (the "
Non-Independent Director
"), disclosed his interest to
the Board of the Directors of the Company pursuant to Section 120 of the
Canada Business
Corporations Act
. The terms of the Debt Settlement and the agreement related thereto were
submitted to and unanimously approved by way of a resolution adopted by all the directors of the
Company other than the Non-Independent Director. The Non-Independent Director did not vote on
the resolution to approve the Debt Settlement and the agreement relating thereto. The remaining
directors determined that the Debt Settlement was in the best interest of the Company as it will
allow Visible Gold to preserve its cash position.
The common shares to be issued pursuant to the Debt Settlement and will be subject to a four-
month hold period pursuant to applicable securities legislation and the policies of the TSX Venture
Exchange.
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.
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.
Website:
www.visiblegoldmines.com
SOURCE
Visible Gold Mines Inc.
View original content:
http://www.newswire.ca/en/releases/archive/September2023/18/c7991.html
%SEDAR: 00025339E
For further information:
Martin Dallaire, President and Chief Executive Officer, Telephone: 819-
762-0107, Fax: 819-762-0097, E-mail: [email protected]
CO: Visible Gold Mines Inc.
CNW 08:57e 18-SEP-23