Mr. Tyrell Sutherland reports
VIRIDIAN METALS ANNOUNCES FLOW-THROUGH PRIVATE PLACEMENT, WARRANT EXTENSION AND DATE OF ANNUAL GENERAL AND SPECIAL MEETING
Viridian Metals Inc. has entered into a binding subscription agreement with Pavilion Flow-Through LP (2026) 1 in respect of a non-brokered private placement of flow-through units of the company at a price of 52 cents per unit for aggregate gross proceeds to the company of $750,000. The subscription price per unit represents a premium of approximately 60 per cent to the closing price of the company's common shares on the Canadian Securities Exchange on May 13, 2026.
Each unit will be composed of one common share of the company issued as a flow-through share within the meaning of the Income Tax Act (Canada) and one-half of one common share purchase warrant. Each warrant will entitle the holder to acquire one common share of the company at an exercise price of 65 cents per share for a period of 24 months from the date of issuance.
"The decision by an existing shareholder to increase its position at a significant premium to our recent market price, we believe, reflects a strong conviction in the company's exploration thesis," said Tyrell Sutherland, president and chief executive officer of Viridian. "The financing provides Viridian with the capital to continue advancing its high-potential copper-focused exploration in Labrador, and we look forward to outlining an expanded 2026 program in the near term."
The gross proceeds raised from the issuance of the units will be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures within the meaning of the Income Tax Act (Canada) on the company's projects in Labrador. The company will renounce such expenditures to subscribers of the units with an effective date on or before Dec. 31, 2026.
The investor is a fund managed by Accilent Capital Management Inc. On closing of the private placement, Accilent will have direct or indirect control and direction over 11,561,135 common shares of the company (including the common shares forming part of the units to be acquired by the investor under the private placement), representing approximately 20.84 per cent of the company's issued and outstanding common shares on a non-diluted basis and approximately 31.13 per cent on a partially diluted basis, assuming the exercise of 8,461,138 common share purchase warrants of the company held or to be held by Accilent (including the warrants forming part of the units to be acquired by the investor under the private placement).
As a result of the holdings over which Accilent will have direct or indirect control and direction following closing of the private placement, Accilent will become a new control person of the company, as such term is defined in the policies of the Canadian Securities Exchange. Pursuant to the policies of the CSE, the creation of a new control person is subject to: (i) the acceptance of the exchange; and (ii) the approval of the shareholders of the company.
The company intends to seek shareholder approval for the creation of the new control person at its annual general and special meeting to be held on June 22, 2026, as further described below. Closing of the private placement is conditional upon receipt of all required approvals, including the acceptance of the exchange and the approval of the shareholders of the company in respect of the creation of the new control person. The private placement is expected to close as soon as practicable following receipt of such approvals.
All securities issued pursuant to the private placement will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws. The company may pay finders' fees in cash and securities to arm's-length finders engaged in connection with the private placement in accordance with the policies of the CSE.
Warrant extension
The company also announces that, subject to the acceptance of the CSE, it intends to extend the expiry date of an aggregate of 2,222,000 outstanding common share purchase warrants of the company by one year, such that the extended warrants, which were scheduled to expire on May 23, 2026, will have an expiry date of May 23, 2027.
Each extended warrant entitles the holder to acquire one common share of the company at an exercise price of 45 cents per common share. The exercise price of the extended warrants will remain unchanged. All other terms and conditions of the extended warrants will remain unchanged, save and except for the extended expiry date.
The warrant amendment is subject to acceptance of the CSE. The company has applied to the CSE for an exemption, and such exemption has been granted, from the requirements of Section 6.7 of CSE Policy 6, that: (i) no warrants have been exercised in the six months preceding the amendment; and (ii) not fewer than 10 trading days remain prior to the original expiry date of the warrants being amended, to permit the company to complete the warrant amendment.
The company is proposing to undertake the warrant amendment to provide holders of the extended warrants with an additional opportunity to exercise the extended warrants and participate in the ownership of the company, and to provide the company with an additional opportunity to receive the proceeds of any exercises of the extended warrants.
Insiders of the company, including Accilent and Alan Grujic, a director of the company, beneficially own or exercise control or direction over all of the extended warrants, with Accilent having indirect control and direction over 1.25 million of the extended warrants and Mr. Grujic having indirect ownership over 972,000 of the extended warrants. Accordingly, the warrant amendment constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).
The company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the subject matter of, and the fair market value of the consideration for, the warrant amendment, insofar as it involves related parties of the company, does not exceed 25 per cent of the market capitalization of the company (as determined in accordance with MI 61-101). The warrant amendment was approved by the directors of the company, with any directors holding extended warrants having declared their interest and abstained from voting on the resolution. The company did not file a material change report at least 21 days before the expected effective date of the warrant amendment because the company determined that it was necessary and desirable to proceed with the warrant amendment on an expedited basis prior to the original expiry date of the extended warrants.
Annual general and special meeting
The company is further pleased to announce that it intends to hold an annual general and special meeting of its shareholders, to be held in person only, at the offices of the company's counsel at 2000, 1111 West Georgia St., Vancouver, B.C., V6E 4G2, at 11 a.m. Vancouver time, on June 22, 2026.
The notice of meeting, management information circular, financial statements request form, form of proxy and voting instruction form in respect of the meeting will be mailed to shareholders and posted under the company's profile on SEDAR+ not later than June 1, 2026. The materials will also be posted on the company's website under the investors tab.
Shareholders of record as of May 15, 2026, are entitled to receive notice of, and to vote at, the meeting. The company encourages its shareholders to vote in advance of the meeting using the instructions on the voting instruction form or the form of proxy mailed to them with the materials. Shareholders are reminded that proxies must be received not later than 11 a.m. Vancouver time on June 18, 2026.
In addition to the matters of business customarily addressed at an annual general meeting, the company will ask its shareholders to approve the creation of a new control person resulting from the private placement, as described above and as further described in the materials.
About Viridian Metals
Inc.
Viridian Metals is a pioneer and leader in generative metal exploration with a focus on environmental responsibility and ethical practices. Founded with the intention of discovering new critical metal deposits with the potential to transform the metal supply chain, it leverages innovative technologies and methods to enhance efficiency and sustainability in jurisdictions eager to be leaders in supplying the energy transition. Viridian maintains expertise in a range of critical metals with a primary focus on copper, nickel and cobalt in the near term. Its commitment to integrity and transparency fosters strong partnerships with both local and global stakeholders.
We seek Safe Harbor.
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