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.