Mr. Tyrell Sutherland reports
VIRIDIAN METALS ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT AND MARKET MAKING AGREEMENT WITH INDEPENDENT TRADING GROUP
Viridian Metals Inc., further to its news release dated Aug. 24, 2026, has closed its previously announced non-brokered private placement of units of the company, for aggregate gross proceeds to the company of $1,045,466.55.
Under the private placement, the company issued 2,323,259 units of the company at a price of 45 cents per unit. Each unit comprises one common share of the company and one-half of one common share purchase warrant, with each warrant entitling the holder to acquire one common share of the company at an exercise price of 60 cents per share for a period of 24 months from the date of issuance. The company has therefore issued 2,323,259 shares and 1,161,629 warrants. The private placement closed effective Sept. 4, 2026.
"Our financings to date have been focused on advancing our projects on the ground," said Tyrell Sutherland, president and chief executive officer of Viridian. "This financing strengthens our hard-dollar treasury as we enter an active period for the company.
"With drilling continuing at Kraken and a steady flow of results ahead, we intend to enhance Viridian's visibility and better communicate the results of our work."
The offering price of the units was established in accordance with the policies of the Canadian Securities Exchange. The units were issued pursuant to available exemptions from the prospectus requirements under applicable Canadian securities laws. The private placement remains subject to the final acceptance of the CSE.
In connection with the closing of the private placement, the company paid finders' fees of $31,903.20 in cash and issued 70,895 finders' warrants to certain finders engaged in connection with the private placement, in accordance with the policies of the CSE. Each finder's warrant entitles the holder to acquire one common share of the company at an exercise price of 60 cents per share for a period of 24 months from the date of issuance.
All securities issued pursuant to the private placement are 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 securities issued under the private placement are also subject to an exchange hold imposed in accordance with Section 6.1(4) of CSE Policy 6, Distributions & Corporate Finance.
Related party transaction and Multilateral Instrument 61-101 disclosure
Certain insiders of the company, including one director, subscribed for an aggregate of 371,133 units under the private placement, for aggregate gross proceeds of $167,009.85, representing approximately 15.97 per cent of the private placement. Such participation constitutes a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.
The company relied on the formal valuation exemption in Section 5.5(b) of MI 61-101, on the basis that the company's securities are not listed on a specified market for the purposes of that section, and on the minority approval exemption in Section 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the private placement, insofar as it involved related parties, exceeded 25 per cent of the company's market capitalization as determined in accordance with MI 61-101.
The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the private placement, as the details of insider participation were not settled until shortly prior to closing and the company wished to complete the private placement on an expedited basis.
Market-making agreement with Independent Trading Group
(ITG) Inc.
In addition, the company announces that it intends to enter into an agreement for services with ITG to provide market-making services in accordance with CSE policies. ITG will trade shares of the company on the CSE and all other trading venues with the objective of maintaining a reasonable market and improving the liquidity of the company's common shares.
Under the agreement, ITG will receive compensation of $7,500 per month, payable monthly in advance. The agreement is for an initial term of one month and will renew for additional one-month terms unless terminated. The agreement may be terminated by either party with 30 days of notice. There are no performance factors contained in the agreement and ITG will not receive shares or options as compensation. ITG and the company are unrelated and unaffiliated entities, and, at the time of the agreement, and neither ITG nor its principals have an interest, directly or indirectly, in the securities of the company, however, ITG and its clients may acquire an interest in the securities of the company in the future.
About Independent Trading Group (ITG) Inc.
ITG is a Toronto-based CIRO dealer-member that specializes in market-making, liquidity provision, agency execution, ultralow-latency connectivity and bespoke algorithmic trading solutions. Established in 1992, with a focus on market structure, execution and trading, ITG has leveraged its own proprietary technology to deliver high-quality liquidity provision and execution services to a broad array of public issuers and institutional investors.
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 metals deposits with the potential to transform the metal supply chain. The company 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.
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