Visionary Copper and Gold Mines Inc. (CLLXF) closed the first tranche of a non-brokered private placement on December 9, 2025, issuing 1,613,815 HD Units at C$0.75 for gross proceeds of C$1,210,361. Each HD Unit includes one common share and one-half warrant exercisable at C$1.10 for two years, with an acceleration clause if the VWAP reaches C$1.50 for 10 consecutive trading days.
The company is offering up to 1,333,333 FT Units at C$1.11 (up to C$1,480,000) and 267,175 Manitoba FT Units at C$1.31 (up to C$350,000), anticipated to close December 18, 2025. Insiders subscribed for 229,482 HD Units (C$172,111). FT proceeds will fund qualifying exploration at Point Leamington and be renounced effective December 31, 2025. TSXV acceptance is required.
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Positive
Gross proceeds of C$1.21M from first tranche
Up to C$1.83M potential additional FT proceeds (combined offerings)
Insider participation of C$172,111 indicating insider support
Negative
Warrants exercisable at only C$1.10, potential near-term dilution
Offering subject to TSXV acceptance, not closed fully
Finder fees of C$6,750 reduce net proceeds
Key Figures
HD Units issued:1,613,815 unitsHD gross proceeds:$1,210,361Warrant exercise price:C$1.10 per share+5 more
8 metrics
HD Units issued1,613,815 unitsFirst tranche hard dollar units at C$0.75
HD gross proceeds$1,210,361First tranche non-brokered private placement
Warrant exercise priceC$1.10 per shareWarrants exercisable for 2 years from closing
Insider participation229,482 units / $172,111HD Units subscribed by company insiders
Finders’ fees$6,750 cashPaid under first tranche of offering
FT Units offeringUp to 1,333,333 units / $1,480,000Flow-through units at C$1.11; expected close Dec 18, 2025
Manitoba FT UnitsUp to 267,175 units / $350,000Manitoba flow-through units at C$1.31
Pt. Leamington Indicated5.0 Mt @ 2.5 g/t AuEq (402 koz AuEq)Pit-constrained Indicated Mineral Resource
Market Reality Check
Price:$0.5665Vol:Volume 4,686 is slightly ...
normal vol
$0.5665Last Close
VolumeVolume 4,686 is slightly below 20-day average 5,615 (relative volume 0.83x) ahead of this financing news.normal
TechnicalShares at 0.5665 are trading slightly below the 200-day MA of 0.57, and about 29.1% under the 52-week high.
Peers on Argus
Peers in Other Industrial Metals & Mining showed mixed moves, from -18.78% (COPA...
Peers in Other Industrial Metals & Mining showed mixed moves, from -18.78% (COPAF) to +4.53% (GARWF), while CLLXF was down 2.16%, pointing to stock-specific rather than broad sector-driven trading.
Added VMS expert Dr. Stephen Piercey to strengthen technical team.
Pattern Detected
Recent news has often been followed by volatile and sometimes contrarian price reactions, with both sharp gains and declines after generally positive corporate updates.
Recent Company History
Over the last few months, Visionary (formerly Callinex) has focused on strengthening its VMS and gold portfolio and corporate positioning. Key steps included adding a respected VMS expert (Aug 14, 2025), forming Osawi Gold to advance Manitoba gold assets (Aug 21, 2025), rebranding to Visionary Copper and Gold Mines (Aug 26, 2025), appointing Elder Margaret Head-Steppan to support Indigenous engagement (Aug 28, 2025), and outlining a 2025 Pt. Leamington exploration program (Sep 2, 2025). The current private placement adds a capital-raising layer to this development path.
Market Pulse Summary
This announcement details the closing of a first tranche private placement raising $1,210,361 throug...
Analysis
This announcement details the closing of a first tranche private placement raising $1,210,361 through 1,613,815 hard dollar units, plus planned flow-through and Manitoba flow-through offerings. Proceeds are earmarked for working capital and qualifying exploration at the Pt. Leamington Project. The structure includes warrants at C$1.10 and insider participation, alongside standard Canadian securities law considerations. Investors may watch upcoming tranche closings, exploration progress, and further financing terms as key follow-ons.
Key Terms
flow-through units, volume weighted average price, warrant, related party transaction, +3 more
7 terms
flow-through unitsfinancial
"The Company is also offering up to 1,333,333 flow-through units (the “FT Units”)..."
Flow-through units are a type of security issued by natural-resource companies that bundles an equity stake with the right to claim certain tax deductions tied to the issuer’s exploration or development spending. For investors, they act like buying a share plus a coupon that lowers your taxable income, which can make the investment cheaper after tax but also ties returns to risky, early-stage projects and to changes in tax rules or commodity fortunes. Investors care because flow-through units change the after-tax value, dilution and risk profile of owning the company.
volume weighted average pricetechnical
"if... the volume weighted average price of the common shares... is equal to or greater than $1.50..."
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
warrantfinancial
"one-half of one transferable common share purchase warrant (each whole such common share purchase warrant, a “Warrant”)."
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
related party transactionregulatory
"The issuance of the HD Units to the insiders is considered a related party transaction subject to Multilateral Instrument 61-101..."
A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.
multilateral instrument 61-101regulatory
"transaction subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions..."
Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.
indicated mineral resourcetechnical
"The Company prepared a pit constrained Indicated Mineral Resource of 5.0 Mt grading 2.5 g/t AuEq..."
A quantified portion of a mineral deposit where geological evidence and sampling give a reasonable level of confidence in the quantity, grade and continuity of the minerals — think of it as a well-marked stretch on a treasure map rather than a vague hunch. It matters to investors because it provides a credible estimate that can be used for preliminary economic studies and valuation, reducing uncertainty compared with less-certain resource categories.
inferred mineral resourcetechnical
"a pit constrained Inferred Mineral Resource of 13.7 Mt grading 2.24 g/t AuEq..."
An inferred mineral resource is an early-stage estimate of the amount and grade of minerals in the ground based on limited sampling and geological evidence; think of it as a rough sketch of where valuable material might be, rather than a detailed blueprint. It matters to investors because it signals potential upside but carries high uncertainty—further drilling and study are needed before it can support mine planning or reliable economic forecasts.
AI-generated analysis. Not financial advice.
VANCOUVER, British Columbia, Dec. 09, 2025 (GLOBE NEWSWIRE) -- Visionary Copper and Gold Mines Inc. (the “Company” or “Visionary”) (TSXV: VCG) (OTCQX: VCGMF) is pleased to announce it has closed the first tranche of its previously announced non-brokered private placement by issuing 1,613,815 hard dollar units (the “HD Units”) at a price of C$0.75 per HD Unit for gross proceeds of $1,210,361.
Each HD Unit consists of one common share and one-half of one transferable common share purchase warrant (each whole such common share purchase warrant, a “Warrant”). Each Warrant shall be exercisable into one additional common share (a “Warrant Share”) for two (2) years from closing (the “Expiry Date”) at an exercise price of C$1.10 per Warrant Share. The Company has the right to accelerate the Expiry Date if, at any time, the volume weighted average price of the common shares on the principal exchange or market on which the common shares trade is equal to or greater than $1.50 for 10 consecutive trading days (“10-Day Period”). In the event of acceleration, the Expiry Date will be accelerated to a date that is 30 days after the Company issues the acceleration notice through a news release, provided that the acceleration notice is issued within 10 business days after the end of the particular 10-Day Period.
The Company is also offering up to 1,333,333 flow-through units (the “FT Units”) at a price of C$1.11 per FT Unit for gross proceeds of up to $1,480,000; and (iii) up to 267,175 Manitoba flow-through units at a price of C$1.31 per FT Unit for gross proceeds of up to $350,000. The Company anticipates that the flow-through offering will close on December 18, 2025.
Under the first tranche of the offering, the Company paid finders a cash fee of $6,750. The gross proceeds from the sale of FT Units will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through critical mineral mining expenditures" as both terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Pt. Leamington Project, Newfoundland. All Qualifying Expenditures will be renounced in favour of the subscribers of the Flow-Through Shares effective December 31, 2025. The net proceeds from the sale of the HD Units will be used by the Company for working capital and general corporate purposes.
Insiders of the Company have subscribed for 229,482 HD Units for gross proceeds of $172,111. The issuance of the HD Units to the insiders is considered a related party transaction subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the participation by the insider will not exceed 25% of the fair market value of the Company's market capitalization.
Closing of the Offering is subject to the acceptance of the TSX Venture Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Visionary Copper and Gold Mines Inc.
Visionary Copper and Gold Mines Inc. (TSXV: VCG) (OTCQX: VCGMF) is advancing its portfolio of base and precious metals rich deposits located in established Canadian mining jurisdictions. The focus of the portfolio is highlighted by the 100% owned Point Leamington Deposit in Newfoundland, located in one of the richest VMS and Gold Districts in Canada. The Company prepared a pit constrained Indicated Mineral Resource of 5.0 Mt grading 2.5 g/t AuEq for 402 koz AuEq (145.7 koz gold, 60.0 Mlb copper, 153.5 Mlb zinc, 2.0 Moz silver, 1.5 Mlb lead), a pit constrained Inferred Mineral Resource of 13.7 Mt grading 2.24 g/t AuEq for 986.5 koz AuEq (354.8 koz gold, 110.2 Mlb copper, 527.3 Mlb zinc, 6.2 Moz silver, 7.0 Mlb lead) and an out-of-pit Inferred Mineral Resource of 1.7 Mt grading 3.06 g/t AuEq for 168.5 koz AuEq (65.4 koz gold, 13.3 Mlb copper, 102.9 Mlb zinc, 1.4 Moz Ag, 2.6 Mlb lead) (see news release dated October 25, 2021). Additionally, the Company is permitting the Rainbow deposit at its rich VMS Pine Bay Project located near existing infrastructure in the Flin Flon Mining District. The Company prepared an indicated mineral resource on the Rainbow deposit of 3.44 Mt grading 3.59% CuEq for 272.4 Mlb CuEq (238.3 Mlb Cu, 56.9 Mlb Zn, 37.6 koz Au, 692.8 koz Ag, 2.3 Mlb Pb), an inferred mineral resource on the Rainbow deposit of 1.28 Mt grading 2.95% CuEq containing 83.4 Mlb CuEq (72.1 Mlb Cu, 19.5 Mlb Zn, 11.1 koz Au, 222.2 Koz Ag, 0.8 Mlb Pb) and an inferred mineral resource at the Pine Bay deposit of 1.0 Mt grading 2.62% Cu containing 58.1 Mlb Cu (see news release dated July 10, 2023). Additionally, the portfolio includes the Nash Creek Project located in the VMS rich Bathurst Mining District of New Brunswick. A 2018 PEA generates a strong economic return with a pre-tax IRR of 34.1% (25.2% post-tax) and NPV8% of $230 million ($128 million post-tax) at $1.25 Zinc (see news release dated May 14, 2018).
For additional information, please contact:
Visionary Copper and Gold Mines Inc.
Max Porterfield, President and Chief Executive Officer
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 this release.
Some statements in this news release contain forward-looking information. These statements include, but are not limited to, statements with respect to future expenditures. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include, among others, completing the private placement financing, the ability to complete the proposed drill program and the timing and amount of expenditures. Except as required under applicable securities laws, Callinex does not assume the obligation to update any forward-looking statement.
FAQ
What did Visionary Copper and Gold Mines (CLLXF) raise in the first tranche on December 9, 2025?
The company raised C$1,210,361 by issuing 1,613,815 HD Units at C$0.75 each.
What are the warrant terms attached to the HD Units for CLLXF?
Each HD Unit includes one-half warrant; whole warrants exercisable at C$1.10 for 2 years with acceleration if VWAP ≥ C$1.50 for 10 consecutive trading days.
How much flow-through financing is Visionary (CLLXF) offering and when will it close?
Up to 1,333,333 FT Units at C$1.11 (up to C$1.48M) and 267,175 Manitoba FT Units at C$1.31 (up to C$350k), anticipated to close on December 18, 2025.
What will the FT proceeds for Visionary (CLLXF) be used for?
FT proceeds will fund eligible Canadian exploration expenses at the Point Leamington project and will be renounced to subscribers effective December 31, 2025.
Did insiders participate in Visionary's (CLLXF) offering and how much did they subscribe?
Yes; insiders subscribed for 229,482 HD Units for gross proceeds of C$172,111.
Is the closing of Visionary Copper and Gold Mines' (CLLXF) offering final?
No; closing of the offering is subject to TSXV acceptance and additional tranches remain to be closed.
