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

Rhea-AI Summary

Visionary Copper and Gold Mines (OTCQX: VCGMF, TSXV: VCG) closed the second and final tranche of a non-brokered private placement on December 19, 2025, raising a total of $3,040,262 across both tranches.

The company issued 1,600,510 flow-through units (1,333,334 FT Units and 267,176 MB FT Units) and attached 0.5 warrants per unit exercisable at C$1.10 for two years with an acceleration clause at C$1.50 VWAP for 10 consecutive trading days. Gross proceeds will fund Canadian exploration expenses renounced effective December 31, 2025, for the Point Leamington project.

The company also agreed to settle $584,532 of debt by issuing 446,043 common shares, subject to TSXV acceptance and four-month resale restrictions on issued securities.

Positive

• Raised $3,040,262 through private placement
• Funds earmarked for Point Leamington Canadian exploration expenses
• Warrants exercisable at C$1.10 for two years

Negative

• Issued 446,043 shares to settle $584,532 debt (dilution)
• Up to 800,255 warrants outstanding (0.5 warrant per unit) potential dilution
• Securities restricted from resale for four months

VANCOUVER, British Columbia, Dec. 19, 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 second and final tranche of its previously announced non-brokered private placement (see news releases dated October 22, 2025 and December 9, 2025) by issuing 1,333,334 charity flow-through units (“FT Units”) at $1.11 per FT Unit for gross proceeds of $1,480,000.74 and 267,176 Manitoba charity flow-through units (“MB FT Units”) at $1.31 per MB FT Unit for gross proceeds of $350,000.56. In total, the Company raised $3,040,262 under the non-brokered private placement.

The Company confirms that the FT Units and MB FT Units previously disclosed on October 22, 2025 and December 9, 2025 are charity flow through units. Each FT Unit and MB FT Unit consist of one flow-through 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 securities issued under the offering are subject to restrictions on resale for a period of four months from the date of issue. Under the first tranche of the offering, the Company paid finders a cash fee of $6,750. No finder’s fee was paid under the second tranche of the offering.

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.

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.

Debt Settlement

The Company also announces that it has agreed to settle with certain creditors indebtedness totaling $584,532 by issuing a total of 446,043 common shares of the Company. The creditors are arm’s length to the Company. The shares issued will be subject to restrictions on resale for a period of four months from the date of issue. Closing of the debt settlement is subject to acceptance of the TSX Venture Exchange.

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

Phone: (604) 605-0885

E-mail: info@visionarycoppergold.com

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, Visionary does not assume the obligation to update any forward-looking statement.

FAQ

How much did Visionary Copper and Gold Mines (VCGMF) raise in the private placement closed December 19, 2025?

The company raised $3,040,262 in total from the non-brokered private placement.

What securities were issued by Visionary (VCGMF) in the December 19, 2025 financing?

The company issued 1,600,510 flow-through units and 0.5 transferable warrants per unit, exercisable at C$1.10 for two years.

How will Visionary (VCGMF) use the proceeds from the flow-through units?

Gross proceeds will fund eligible Canadian exploration expenses renounced to subscribers and applied to the Point Leamington project.

What are the warrant terms for the units issued by Visionary (VCGMF)?

Each whole warrant is exercisable at C$1.10 for two years with an acceleration clause if VWAP ≥ $1.50 for 10 consecutive trading days.

What debt settlement did Visionary (VCGMF) announce on December 19, 2025?

The company agreed to settle $584,532 of indebtedness by issuing 446,043 common shares, subject to TSXV acceptance.

Are there resale restrictions on the securities issued by Visionary (VCGMF)?

Yes, the securities issued under the offering and debt settlement are subject to four-month resale restrictions from issue date.