/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
ROUYN-NORANDA,
QC, April 13, 2023 /CNW/ - Visible
Gold Mines Inc. (TSXV: VGD) (Frankfurt: 3V41) ("Visible Gold
Mines" or the "Corporation") is pleased to announce the
closing of its previously-announced private placement (the
"Private Placement") of 1,250,000 units (the "Units")
at a price of $0.12 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 $0.17 until April 12,
2025.
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 35,077,039 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 August
13, 2023. The Private Placement is subject to final
acceptance by the TSX Venture Exchange.
9086-0735 Québec Inc., a company controlled by
Martin Dallaire the President and
Chief Executive Officer of the Corporation, an insider of Visible
Gold Mines (the "Insider") purchased 625,000 Units for total
consideration of $75,000
(representing 1.78% 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 exercise
control over 4,079,500 common shares of the Corporation,
representing 11.63% of the issued and outstanding common shares of
the Corporation, (ii) Warrants entitling Mr. Dallaire to purchase
up to 625,000 common shares of the Corporation, and (iii) Options
to acquire up to 1,365,000 common shares of the Corporation.
The Insider 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 the Insider 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 each of the Insiders, 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 the Insiders at
least 21 days prior to the closing of the Private Placement as the
Insiders participation was not determined at that time.
Mr. Dallaire, a director of the Corporation (a
"Non-Independent Director"), 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 they 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 the Non-Independent Director. The Non-Independent
Director did not vote on the resolution to approve the Private
Placement and the agreements relating thereto. The directors of the
Corporation, other than the Non-Independent Director, 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.
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, 2022, 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.