Mr. Martin Dallaire reports
VISIBLE GOLD MINES ANNOUNCES EXTENSION OF WARRANT TERM
The TSX Venture Exchange has approved Visible Gold Mines Inc.'s application for a three-year extension of the term of 1.25 million common share purchase warrants that were issued by the corporation as part of a unit private placement that closed on April 12, 2023. Each warrant currently entitles its holder to purchase one additional common share of the corporation at an exercise price of 17 cents until April 12, 2025.
The term of the warrants will be extended for an additional three years to April 12, 2028, for a total term of five years since the date of issuance. The corporation issued a total of 1.25 million warrants in the 2023 private placement. Please refer to the corporation's news release dated April 13, 2023, for additional details on the 2023 private placement that closed on April 12, 2023.
9086-0735 Quebec Inc., a company controlled by Martin Dallaire, the president and chief executive officer of the corporation, an insider of the corporation, holds 625,000 warrants. No consideration was paid or received by the corporation for the warrant amendment.
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 amendment to the terms of the a securities, such as the warrants, held by 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, 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 the insider in the 2023 private placement, nor the fair market value of the entire 2023 private placement or value of the warrants, exceeds 25 per cent of the corporation's market capitalization. The corporation did not file a material change report with respect to the warrant amendment to the warrants held by the insiders at least 21 days prior to such warrant amendment, as the decision to amend the terms of the warrants was not determined at that time.
Mr. Dallaire, a director of the corporation, has disclosed his interest to the board of the directors of the corporation pursuant to Section 120 of the Canada Business Corporations Act to the effect that 9086-0735 Quebec is currently holding 625,000 warrants. The warrant amendment was submitted to and unanimously approved by way of a written 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 warrant amendment. The directors of the corporation, other than the non-independent director, determined that the warrant amendment was in the best interest of the corporation.
The direct and indirect holding of Mr. Dallaire has not changed as a results of the warrant amendment. Immediately prior and after the warrant amendment, Mr. Dallaire owned, directly and indirectly, or exercise control over: (i) 5,254,500 common shares of the corporation, representing 14.14 per cent 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 to acquire up to 1.69 million common shares of the corporation.
About Visible Gold Mines Inc.
Visible Gold Mines is a corporation focused on gold in the prolific Abitibi gold belt and the James Bay region in the province of Quebec. Visible Gold Mines has 37,155,164 common shares outstanding.
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