Visionary Gold Corp. Announces Shares for Debt Transaction
Visionary Gold Corp. Announces Shares for
Debt Transaction
Vancouver, British Columbia--(Newsfile Corp. - May 8, 2023) - Visionary Gold Corp. (TSXV: VIZ)
("
Visionary
" or the "
Company
") is pleased to announce that it has entered into a shares for debt
agreement to satisfy $474,286.44 of the Company's debts. The Company has reached an agreement
with the Company's Chief Executive Officer and Director, Wesley Adams ("
Adams
") to extinguish, the
Company's outstanding debt owing to him in exchange for the issuance of units of the Company (each, a
"
Unit
") at a deemed price of $0.07 per Unit.
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
" and, together
with the Unit Shares, the "
Shares
") at a price of $0.14 for a period of 36 months from the closing date of
the transaction (the "
Transaction
").
An aggregate of 6,775,521 Unit Shares will be issued to Adams, with a further 3,387,760 Warrant
Shares issuable upon exercise of the Warrants, for a total of 10,163,281 Shares issuable to Adams
pursuant to the Transaction.
The Company determined to satisfy the indebtedness with Shares in order to preserve its cash for
development of its business. Issuance of the Shares is subject to approval by the TSX Venture
Exchange (the "
Exchange
"). The Shares issued pursuant to the shares for debt agreements will be
subject to a four month plus one day hold period pursuant to applicable securities legislation.
The Transaction will 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)(e) of MI 61-101, respectively, as the fair market value of the subject
matter of, and the debt settled in the Transaction, does not represent more than 25% of the Company's
market capitalization, as determined in accordance with MI 61-101. The Transaction has been approved
by directors of the Company who are independent in connection with such Transaction. A material
change report will be filed less than 21 days before the closing date of the Transaction contemplated by
this news release. The Company believes this shorter period is reasonable and necessary in the
circumstances as the Company wishes to close the Transaction as soon as practicable for sound
business reasons.
Contact:
Wesley Adams, Chief Executive Officer
Visionary Gold Corp.
407-325 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 completion of the
satisfaction of certain debts of the Company for shares. Such forward-looking statements or information
are based on a number of assumptions, which may prove to be incorrect. Assumptions have been made
regarding, among other things: the approval of the Exchange of the shares for debt transactions.
The actual results could differ materially from those anticipated in these forward-looking statements as a
result of risk factors including: denial of acceptance of the Company's filing of a shares for debt
application by the Exchange; and general market and industry conditions. Forward-looking statements
are based on the expectations and opinions of the Company's management on the date the statements
are made. The assumptions used in the preparation of such statements, although considered
reasonable at the time of preparation, may prove to be imprecise and, as such, readers are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date the
statements were made. The Company undertakes no obligation to update or revise any forward-looking
statements included in this news release if these beliefs, estimates and opinions or other circumstances
should change, except as otherwise required by applicable law.
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.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/165120