Visionary Metals Announces 4:1 Share Consolidation, CAD$7.145 Million Financing and Share Buyback - Seite 2

Securities issued pursuant to the LIFE Offering will be free trading (subject to TSXV policies for insiders and certain consultants). An offering document (the "Offering Document") related to the LIFE Offering is available under the Company's profile at www.sedarplus.ca and on the Company's website http://visionarymetals.com. Prospective investors should read the Offering Document before making an investment decision.

Concurrent Non-Brokered Private Placement
In addition to the LIFE Offering, the Company intends to complete the Concurrent Private Placement consisting of the issuance of up to 9,985,021 Units at the Offering Price for aggregate gross proceeds of up to CAD$2,396,405. The Units issued pursuant to the Concurrent Private Placement may be offered to purchasers that are a resident in Canada pursuant to applicable prospectus exemptions and may also be offered in the United States and other jurisdictions pursuant to available exemptions.

Any securities issued under the Concurrent Private Placement to purchasers resident in Canada will be subject to a four-month-and-one-day hold period in accordance with applicable Canadian securities laws.

Use of Proceeds
In addition to completing the Share Repurchase, the Company intends to use a minimum of $2.4M of the net proceeds raised from the Offering, together with Teck's direct funding, to fund diamond drilling programs at its flagship Tin Cup and King Solomon Nickel and Copper Projects. Remaining proceeds will be used to fund the advancement of the 100%-owned Slipstream copper-gold-silver porphyry projects, as well as for general working capital and corporate purposes.

Expected Closing and Finders Fees
It is anticipated that closing of the Offering will take place on or about June 10, 2026 or such other date(s) as may be determined by the Company (the "Closing Date"). Closing of the Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals, including the approval of the TSXV.

As consideration for services provided by certain finders, the Company may pay: (i) a cash fee equal to up to 7.0% of the gross proceeds of the LIFE Offering from investors introduced to the Company by a finder; and (ii) non-transferable Share purchase warrants ("Finder's Warrants") equal to up to 7.0% of the aggregate number of Units issued to those investors. Each Finder's Warrant will entitle the holder to purchase one Share at a price of C$0.24 per Share for a 36-month period from their date of issuance.

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