Visionary Copper and Gold Mines Inc. Closes Final Tranche of Private Placement Financing

Executive Summary

• Visionary Copper and Gold Mines Inc. closed the second and final tranche of its non‑brokered private placement, raising a total of $3.04 M from flow‑through units.
• The proceeds will be used to fund eligible Canadian exploration expenses for the Pt. Leamington Project in Newfoundland.
• The company also settled $584,532 of indebtedness by issuing 446,043 common shares to arm’s‑length creditors, subject to a four‑month resale restriction.

Key Details

• Private Placement – Final Tranche
• Issued 1,333,334 charity flow‑through units (FT Units) at $1.11 per unit → gross proceeds $1,480,000.74.
• Issued 267,176 Manitoba charity flow‑through units (MB FT Units) at $1.31 per unit → gross proceeds $350,000.56.
• Total gross proceeds from the entire non‑brokered private placement: $3,040,262.
• Unit Structure
• Each FT Unit and MB FT Unit = one flow‑through common share + ½ transferable common share purchase warrant.
• Warrants exercisable for one additional common share at C$1.10 per share, valid for two years from closing.
• Acceleration clause: expiry date may be accelerated if the VWAP of Visionary’s shares ≥ $1.50 for ten consecutive trading days; acceleration notice must be issued within 10 business days and expiry moves to 30 days after notice.
• Use of Proceeds
• Funds will be applied to eligible “Canadian exploration expenses” that qualify as flow‑through critical mineral mining expenditures for the Pt. Leamington Project (Newfoundland).
• All qualifying expenditures will be renounced in favour of FT unit subscribers effective December 31 2025.
• Finder’s Fees
• First tranche paid a cash finder’s fee of $6,750; no finder’s fee was paid on the second tranche.
• Resale Restrictions

• Securities issued are subject to a four‑month resale restriction from the date of issue.

• Debt Settlement

• Agreed to settle creditor indebtedness of $584,532 by issuing 446,043 common shares to arm’s‑length creditors.
• Shares also carry a four‑month resale restriction.
• Closing of the settlement is subject to acceptance by the TSX Venture Exchange.

Notable Quotes

• “The successful completion of our private placement and debt settlement provides us with the capital needed to advance exploration at Pt. Leamington, positioning Visionary for continued growth in Canada’s critical mineral sector,” – Max Porterfield, President & CEO.