Visionary Gold Corp. Announces a Non-Brokered Private Placement of up to C$2,000,000

Visionary Gold Corp. (TSXV: VIZ) ("Visionary" or the "Company") is pleased to announce a non-brokered private placement of up to 11,111,111 units of the Company (each, a "Unit") at a price of C$0.18 per Unit for gross proceeds of up to C$2,000,000 (the "Offering").

Each Unit will be comprised of one common share of the Company (each, a "Unit Share") and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one common share of the Company (each, a "Warrant Share") at a price of C$0.27 for a period of 24 months from the closing date of the Offering. The Warrants will be subject to an acceleration clause, whereby if the 10-day volume weighted average trading price of the common shares of the Company is equal to or exceeds C$0.40, the warrant expiry date shall accelerate to a date that is 30 calendar days after the issuance of a notice by the Company to the holders of the Warrants announcing the acceleration of the Warrants. Certain parties, including Red Cloud Securities Inc., will be acting as finders in connection with the Offering.

The net proceeds from the Offering will be used for exploration of the Company's Wolf Gold Project and its regional land package and for general working capital purposes. The closing of the Offering is expected to occur on or about May 28, 2021 and is subject to receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. The Unit Shares, Warrants and Warrant Shares will be subject to a hold period of four months and one day in accordance with applicable securities laws.

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

About Visionary Gold Corp.

Visionary Gold Corp. is a Vancouver-based mineral exploration company focused on precious metals discovery and development in the historically productive Lewiston gold district of Fremont County Wyoming. The Visionary team is a first mover in the area which, despite a strong gold mining history, has never been explored using modern geologic techniques.

For additional information, please visit:
www.visionarygoldcorp.com

Contact:
Wes Adams, Chief Executive Officer
Visionary Gold Corp.
410-325 Howe Street
Vancouver, BC V6C 1Z7
Tel: (303) 809-4668

FORWARD-LOOKING STATEMENTS

This news release contains "forward-looking statements" within the meaning of Canadian securities legislation. These include, without limitation, statements with respect to the closing of the Offering and the use of proceeds therefrom. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to general business, economic and regulatory risks; capital and operating costs varying significantly from management estimates; delays in obtaining or failures to obtain required governmental, environmental or other project approvals; uncertainties relating to the availability and costs of financing needed in the future; inflation; fluctuations in commodity prices; delays in the development of projects; and the other risks involved in the mineral exploration and development industry generally. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

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.

Not for distribution to United States Newswire Services or for dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/83982