Visionary Metals Corp. Announces Closing of Non-Brokered Private Placement
Visionary Metals Corp. Announces Closing of
Non-Brokered Private Placement
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.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES
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