10:08:49 EDT Fri 12 Jun 2026
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Chablis, Viridian close placements totalling $3M

2026-06-12 05:08 ET - News Release

Mr. Victor Cantore reports

CHABLIS CAPITAL CORP. AND VIRIDIAN METALS IRELAND LIMITED CLOSE $3 MILLION OF ITS SUBSCRIPTION RECEIPTS FINANCING IN CONNECTION WITH PROPOSED QUALIFYING TRANSACTION

Chablis Capital Corp., together with Viridian Metals Ireland Ltd., closed on June 5, 2026, previously announced non-brokered private placements for aggregate gross proceeds of $3-million through the issuance of 12 million subscription receipts at a price of 25 cents per subscription receipt, with Chablis issuing 1,763,000 subscription receipts for gross proceeds of $440,750 and Viridian issuing 10,237,000 subscription receipts for gross proceeds of $2,559,250.

The concurrent financings are being conducted in connection with Chablis's proposed acquisition of all of the issued and outstanding shares of Viridian. The qualifying transaction will constitute Chablis's qualifying transaction under exchange Policy 2.4 (Capital Pool Companies). For further information related to the terms and conditions of the qualifying transaction, please refer to the company's news releases dated April 1, 2026, and June 4, 2026.

Upon satisfaction of applicable escrow release conditions, including without limitation, satisfaction of all necessary conditions precedent to complete the qualifying transaction, each Chablis subscription receipt automatically converts into one common share of Chablis and one-half of one common share purchase warrant of Chablis for no further consideration and without any further action by the holders thereof, and will then be immediately exchanged for one common share into the capital of the entity that will result from the completion of the qualifying transaction and one-half of one resulting issuer common share warrant. Furthermore, each Viridian subscription receipt will convert, immediately after satisfaction or waiver of the escrow release conditions, into a contractual right whereby Viridian agrees to procure to the holder of the Viridian subscription receipts, without payment of any additional consideration, one resulting issuer share and one-half of one resulting issuer warrant. Each whole resulting issuer warrant is exercisable to acquire one resulting issuer share at a price of 40 cents for a period of two years.

The gross proceeds of the concurrent financings are held in escrow by Therrien Couture Joli-Coeur LLP pending satisfaction of the escrow release conditions set out in a subscription receipt agreement between the company and TCJ, as amended. In the event the escrow release conditions are not satisfied or waived within the time period specified in the subscription receipt agreement, the gross proceeds of the concurrent financings will be returned to the subscribers in accordance with the terms of the subscription receipts.

If the escrow release conditions are met, the resulting issuer anticipates that the net proceeds will be used for exploration and development at the Tynagh project, general working capital and transaction expenses.

The concurrent financings remain subject to the receipt of all necessary approvals, including the approval of the exchange. Upon satisfaction of the escrow release conditions, the resulting issuer will pay: (i) a cash commission of $1,750 and issue 7,000 compensation warrants to StephenAvenue Securities Inc.; (ii) a cash commission of $33,512.50 and issue 134,050 broker warrants to Leede Financial Inc.; (iii) a cash commission of $5,775 and issue 23,100 broker warrants to Hampton Securities Inc.; and (iv) a cash commission of $19,863 to Ventum Financial Corp. Each broker warrant shall entitle the holder to acquire one resulting issuer share at a price of 40 cents for a period of two years from the date of issuance, upon satisfaction of the escrow release conditions.

The Chablis subscription receipts and the Viridian subscription receipts issued under the concurrent financings, including the underlying securities that may be issued on the conversion of the Chablis subscription receipts and the Viridian subscription receipts, are subject to a four-month hold period from the closing date under applicable Canadian securities law.

Insiders of the company purchased an aggregate of 200,000 subscription receipts under the concurrent financings, constituting, to that extent, a related-party transaction within the meaning of TSX Venture Exchange Policy 5.9 (Protection of Minority Security Holders in Special Transactions) and Multilateral Instrument 61-101. The company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 (and Policy 5.9), as neither the fair market value of the securities distributed in the concurrent financings, nor the consideration received for those securities, insofar as the concurrent financings involve the insiders, exceeds 25 per cent of the company's market capitalization.

Further information

The company plans to issue additional press releases providing further details in respect of the proposed qualifying transaction, the share exchange agreement, additional terms of the concurrent financing and financings, and other material information as it becomes available.

For additional information concerning the company, Viridian, the resulting issuer and the qualifying transaction, please refer to the company's press releases dated June 4, 2026, April 1, 2026, and Sept. 29, 2025, which are available under Chablis's SEDAR+ profile, and the filing statement, which is filed under Chablis's SEDAR+ profile.

About Chablis Capital Corp.

Chablis is a capital pool company in accordance with exchange Policy 2.4, and its principal business is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction.

We seek Safe Harbor.

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