20:40:01 EDT Fri 19 Jun 2026
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Chablis Capital closes QT with Viridian Metals

2026-06-19 16:01 ET - News Release

Mr. Julian Vickers reports

CHABLIS CAPITAL CORP. ANNOUNCES CLOSING OF QUALIFYING TRANSACTION AND EARLY WARNING DISCLOSURE

Chablis Capital Corp. has completed its previously announced qualifying transaction with Viridian Metals Ireland Ltd., a privately held company incorporated under the laws of Ireland, pursuant to which Chablis acquired all of the issued and outstanding ordinary shares of Viridian. The transaction constitutes the qualifying transaction of Chablis under Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange. Upon completion of the qualifying transaction, Chablis has changed its name to NorthMin Corp. (the resulting issuer).

The transaction was completed pursuant to a share exchange agreement dated March 31, 2026, between Chablis and Viridian. Under the definitive agreement, Chablis acquired from the shareholders of Viridian all of the issued and outstanding ordinary shares of Viridian, in exchange for the issuance of an aggregate of 34 million common shares of the resulting issuer to the Viridian shareholders at a deemed price of 25 cents per resulting issuer share. In connection with the transaction, the resulting issuer issued an aggregate of 1.7 million advisory common shares in the capital of the resulting issuer to certain arm's-length advisers, being Ansacha Capital and Minerax UG.

Prior to the share exchange, Chablis and Viridian completed their previously announced non-brokered private placements of an aggregate 12 million subscription receipts at an issue price of 25 cents per subscription receipt for aggregate gross proceeds of $3-million. Concurrent with the completion of the share exchange, each subscription receipt was converted into 12 million common shares in the capital of the resulting issuer and six million resulting issuer warrants. Each whole resulting issuer warrant is exercisable to acquire one resulting issuer share at an exercise price of 40 cents per share for a period of two years. In connection with the concurrent financings, finder's fees were paid consisting in the aggregate of $91,525.50 and 286,650 finder warrants, entitling each finder to acquire one resulting issuer share at a price of 40 cents for a period of two years.

After giving effect to the transaction, the resulting issuer has 52,785,000 resulting issuer shares issued and outstanding on a non-diluted basis and 60,371,800 on a fully diluted basis, of which former Viridian shareholders hold approximately 64.41 per cent (56.32 per cent on a fully diluted basis), former Chablis shareholders hold approximately 9.63 per cent (8.42 per cent on a fully diluted basis), previous subscription receipt holders hold approximately 22.73 per cent (19.88 per cent on a fully diluted basis) and the advisers hold approximately 3.22 per cent (2.82 per cent on a fully diluted basis). The new ISIN (international securities identification number) and cusip number of the common shares following are CA66661M1023 and 66661M102, respectively.

A total of 30,355,441 resulting issuer shares held by principals (as such term is defined in the policies of the exchange) are subject to escrow under an exchange-mandated escrow agreement and will be released from escrow over 36 months as follows: 10 per cent upon the closing date of the transaction and 15 per cent every six months following the closing date until all escrowed shares have been released. A total of 2,114,558 resulting issuer shares held by non-principals are subject to seed share resale restrictions (as defined under the policies of the exchange) (SSRR) and will be released over 12 months as follows: 20 per cent upon the closing date and 20 per cent every three months following the closing date until all shares have been released from the SSRR. For more information regarding escrow and SSRR, please see the filing statement. On the listing date (as defined herein), 500,000 resulting issuer shares and 350,000 resulting issuer options subject to CPC (capital pool company) escrow requirements will be released from escrow. The remaining 1.5 million escrowed shares and 150,000 options will be released over an 18-month period, with 25 per cent released every six months.

Final acceptance of the qualifying transaction will occur upon the issuance of the final exchange bulletin by the exchange. Subject to final acceptance by the exchange, the company will be classified as a Tier 2 mining issuer pursuant to exchange policies. The common shares are expected to commence trading on the exchange under the symbol NMB at the opening of the markets on June 23, 2026.

Following completion of the qualifying transaction, the officers and directors of the resulting issuer are as follows: (i) Julian Vickers (chief executive officer, president and director); (ii) Veronique Laberge (chief financial officer and corporate secretary); (iii) Wanda Cutler (director); (iv) Victor Cantore (director); (v) Evan Kirby (director); and (vi) Aiden Lavelle (director).

Full details of the qualifying transaction and related matters are set out in the filing statement of the company dated March 31, 2026, which can be found under the company's SEDAR+ profile.

Final acceptance of the transaction by the exchange is subject to the company filing all final documentation.

Early warning disclosure for Natural Resources Global Capital Partners Ltd.

Natural Resources Global Capital Partners (NRG) acquired 7,379,068 resulting issuer shares as a result of the transaction, which represent more than 10 per cent of the issued and outstanding resulting issuer shares. Accordingly, the resulting issuer is providing the following disclosure pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Immediately prior to the completion of the qualifying transaction, NRG did not own, or have control or direction over, any securities of the resulting issuer. Immediately after the closing of the qualifying transaction, NRG beneficially owns, and has control and direction over, 7,379,068 resulting issuer shares, representing approximately 13.98 per cent of the outstanding resulting issuer shares on an undiluted basis.

The resulting issuer shares were acquired by NRG for investment purposes only, and, in the future, NRG may acquire additional securities of the resulting issuer, dispose of some or all of the existing securities it holds or will hold, subject to the certain escrow release conditions, or may continue to hold its current position, depending on market conditions, reformulation of plans and other relevant factors. The resulting issuer shares issued to NRG are subject to Form 5D, Escrow Agreement, dated June 19, 2026, that was entered into on closing of the transaction and is filed on SEDAR+ under the profile of the resulting issuer.

An early warning report will be filed by NRG pursuant to NI 62-103 on SEDAR+ under the profile of the company.

Early warning disclosure for Angeliki Pilalitou

Ms. Pilalitou acquired 22,976,373 resulting issuer shares, representing more than 10 per cent of the issued and outstanding resulting issuer shares. Accordingly, Ms. Pilalitou is providing the following disclosure pursuant to NI 62-103.

Immediately prior to the completion of the qualifying transaction, Ms. Pilalitou did not own or have control or direction over any securities of the resulting issuer. Immediately after the closing of the qualifying transaction, Ms. Pilalitou beneficially owns and has control and direction over 22,976,373 resulting issuer shares, representing approximately 43.53 per cent of the outstanding resulting issuer shares on an undiluted basis.

The resulting issuer shares were acquired by Ms. Pilalitou for investment purposes only, and, in the future, Ms. Pilalitou may acquire additional securities of the resulting issuer, dispose of some or all of the existing securities it holds or will hold, subject to the certain escrow release conditions, or may continue to hold its current position, depending on market conditions, reformulation of plans and other relevant factors. The resulting issuer shares issued to Ms. Pilalitou are subject to the escrow agreement.

An early warning report will be filed by Ms. Pilalitou pursuant to NI 62-103 on SEDAR+ under the profile of the company.

About Viridian Metals Ireland Ltd.

Viridian Metals Ireland is a private Irish company focused on the exploration and development of the Tynagh project in County Galway, Ireland. The company is incorporated under the laws of Ireland. The Tynagh project is a brownfield-exploration-stage project located in County Galway, Ireland. The site is located approximately 1.5 kilometres north of the town of Tynagh, County Galway, and historically reported production of approximately 7.9 million tonnes between 1965 and 1982. The project includes a tailings reprocessing project, comprising two tailings ponds totalling approximately 58.7 hectares, which have been the focus of resource drilling and metallurgical test work, and a hard-rock exploration project that comprises drill indicated high-grade copper and polymetallic lead, zinc and silver mineralization.

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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