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.