Mr. Wes Adams reports
VISIONARY METALS CORP. ANNOUNCES CLOSING OF UPSIZED $7.445 MILLION FINANCING
Visionary Metals Corp. has closed its previously announced financing, issuing 31,019,508 units of the company at a price of 24 cents per unit for gross proceeds of $7,444,682.08, including a $1.2-million investment by Teck Resources Ltd. The units are being issued following the company's 1:4 share consolidation.
The financing consisted of a non-brokered private placement offering pursuant to the listed issuer financing exemption (LIFE) under Part 5A of National Instrument 45-106, Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, and a concurrent non-brokered private placement as further set out below.
Each unit comprises one postconsolidation common share of the company and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to acquire one common share of the company at a price of 36 cents for a period of 36 months from the closing date of the offering.
The company issued a total of 19,679,550 units pursuant to the listed issuer financing exemption and 11,339,958 units pursuant to the concurrent private placement. The unit shares, warrants and warrant shares issued to purchasers pursuant to the listed issuer financing exemption are not subject to a hold period in accordance with applicable Canadian securities laws. The unit shares, warrants and warrant shares issued to purchasers pursuant to the concurrent private placement are subject to a hold period of four months and one day from the closing date in accordance with applicable securities laws.
The company intends to use a minimum of $2.4 million of the net proceeds raised from the offering, together with Teck's direct financing, to finance diamond drilling programs at its flagship Tin Cup and King Solomon nickel-copper projects. Please refer to the company's news release of March 2, 2026. Additionally, the company will use approximately $1.33-million to repurchase shares from the estate of a shareholder. Please refer to the company's news release of May 21, 2026. Remaining proceeds will be used to finance the advancement of the 100-per-cent-owned Slipstream copper-gold-silver porphyry projects, as well as for general working capital and corporate purposes. The offering remains subject to the final acceptance of the TSX Venture Exchange.
In connection with the offering, the company paid finders' fees to certain brokers. The finders' fees consisted of: (a) cash in the aggregate amount of $299,557.42; and (b) 1,248,156 finders' warrants, exercisable for one common share of the company at an exercise price of 24 cents for a period of 36 months from the closing date of the offering.
Insiders of the company participated in the offering for $250,000, and such unit shares, warrants and warrant shares issued to insiders, including if issued pursuant to the LIFE, are subject to a four-month hold period pursuant to applicable policies of the TSX-V. The issuance of units to insiders is considered a related party transaction under Multilateral Instrument 61-101, Protection of Minority Securityholders in Special Transactions. 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 per cent of the company's market capitalization, as determined in accordance with MI 61-101. The participation by insiders 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 offering, as the details of the offering 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.
Teck early warning disclosure
Prior to completion of the consolidation and the offering, Teck held 17,392,193 preconsolidation common shares in the capital of the company, representing approximately 9.9 per cent of the shares. Following the consolidation and the offering, Teck will beneficially own, directly or indirectly, or exercise control or direction over, 9,348,048 postconsolidation shares, representing approximately 12.5 per cent of the issued and outstanding shares on a non-diluted basis.
Teck's acquisition of the shares under the subscription agreement is being made for investment purposes. Teck may determine to increase or decrease its investment in the company depending on market conditions and any other relevant factors. This release is required to be issued under the early warning requirements of applicable securities laws. Teck's head office is located at Suite 3300, 550 Burrard St., Vancouver, B.C., V6C 0B3. In satisfaction of the requirements of the National Instrument 62-104, Take-Over Bids And Issuer Bids, and National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, early warning reports respecting the acquisition of shares by Teck or its affiliates will be filed under the company's SEDAR+. A copy of Teck's early warning report to be filed in connection with the subscription agreement may also be obtained by contacting Dale Steeves at 236-987-7405.
About Visionary Metals Corp.
Visionary Metals is a Vancouver-based exploration company with two paths to value creation for shareholders: advancement of two nickel and copper sulphide projects within a 40-square-kilometre land package in Wyoming's Granite Mountains as part of a strategic exploration partnership with Teck American Inc.; and the exploration of the newly acquired Slipstream copper-gold-silver porphyry project spanning Tier 1 mining jurisdictions of Utah and Nevada. Visionary aims to create value for shareholders by systematically advancing these assets toward discovery and resource definition to become a leading explorer and future developer of U.S. nickel, copper, gold and silver projects.
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