ROUYN-NORANDA, QC, Oct. 10,
2023 /CNW/ - Visible Gold Mines Inc. ("Visible
Gold" or the "Company") (TSXV: VGD) (Frankfurt: 3V41) announces that, further
to the Company's news release of September
18, 2023, it has issued 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 referred to in this news
release has been settled and 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,
was 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 holds, 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 is 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 issued to the company controlled by
Visible Gold's President and Chief Executive Officer, nor the fair
market value of the services provided by such company, 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 issued pursuant to the Debt Settlement 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 corporation focused on gold in the
prolific Abitibi Gold Belt and
lithium in the James Bay region in
the province of Québec. Visible Gold Mines has 35,155,164 common
shares issued and outstanding.
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.