Mr. Mark Fedosiewich reports

VIOR ANNOUNCES CLOSING OF STRATEGIC $19.3 MILLION PRIVATE PLACEMENT

Vior Inc. has closed its previously announced best efforts private placement, led by Eight Capital, as lead agent and sole bookrunner, together with PI Financial Corp., Canaccord Genuity Corp., Red Cloud Securities Inc., Cormark Securities Inc. and Leede Jones Gable Inc. Pursuant to the offering, the corporation issued: (i) 30 million units of the corporation (the hard units) at an issue price of 12.5 cents per hard unit; (ii) 19.84 million subscription receipts at an issue price of 12.5 cents per subscription receipt; and (iii) 58.8 million flow-through units of the corporation at an issue price of 22.25 cents per FT unit, for aggregate gross proceeds of $19,313,000.

Each hard unit comprised one common share of the corporation and one-half of one common share purchase warrant of the corporation. Each warrant entitles the holder thereof to purchase one share at an exercise price of 21 cents per share for a period of 24 months following the closing date of the offering. Each FT unit consists of one share and one-half of one warrant, each of which qualifies as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and Section 359.1 of the Taxation Act (Quebec) (the QTA). The gross proceeds from the sale of FT units will be used by the corporation to incur expenses described in paragraph (f) of the definition of Canadian exploration expense (CEE) in Subsection 66.1(6) of the tax act and paragraph (c) of the definition of CEE in Section 395 of the QTA, and will be renounced in favour of the relevant purchaser for both federal and Quebec tax purposes no later than Dec. 31, 2024, on a pro rata basis. Such expenses will also qualify as flow-through mining expenditures as defined in Subsection 127(9) of the tax act for the purposes of the federal tax credit described in paragraph (a.2) of the definition of investment tax credit in Subsection 127(9) of the tax act.

For purchasers of FT units resident in the province of Quebec, 10 per cent of the amount of the CEE will be eligible for inclusion in the deductible exploration base relating to certain Quebec exploration expenses and 10 per cent of the amount of the CEE will be eligible for inclusion in the deductible exploration base relating to certain Quebec surface mining exploration expenses (as such terms are defined in sections 726.4.10 and 726.4.17.2 of the QTA, respectively, for the purposes of the deductions described in Section 726.4.9 and 726.4.17.1 of the QTA), giving rise to an additional 20-per-cent deduction for Quebec tax purposes.

Mark Fedosiewich, president and chief executive officer of Vior, stated: "We are proud to announce the closing of this milestone strategic financing for Vior. This funding will allow us to execute on our ambitious strategic goals, including a minimum exploration budget of $13-million over 2024/2025 that includes an extensive 60,000[-metre-plus] drill program at our flagship Belleterre gold project in Quebec. On behalf of our team, I extend special thanks to the investment banking syndicate led by Eight Capital, to the executive team of Osisko Mining Inc. for their ongoing support, and to Vior's new and existing shareholders and stakeholders. We appreciate this opportunity to intensify our exploration work and to rapidly advance our exciting Belleterre gold project with the ultimate objective of discovering the next major gold deposit in Quebec."

In consideration for the services rendered in connection with the offering, the agents received an aggregate cash commission of $735,352.50 and were issued an aggregate of 3,360,300 non-transferable compensation warrants, each exercisable to acquire one share at an exercise price of 21 cents per share for a period of 24 months following the closing date. All securities issued pursuant to the offering are subject to a statutory hold period of four months and one day in accordance with applicable Canada securities laws ending on July 29, 2024. The offering remains subject to the final approval of the TSX Venture Exchange.

Conversion of subscription receipts

All subscription receipts offered pursuant to the offering were acquired by Osisko Mining Inc. In accordance with the terms of the subscription receipts, if the escrow release conditions (as defined herein) are satisfied on or prior to the escrow release deadline (as defined herein), each subscription receipt will automatically convert, without any action or payment on the part of the holder thereof, into one hard unit. The gross proceeds from the sale of the subscription receipts have been placed into escrow and will only be released to the corporation upon the satisfaction of the escrow release conditions, including, among other things, (i) Vior obtaining the requisite approval of its shareholders and the exchange to authorize Osisko Mining to become a control person (as defined in the policies of the exchange) of the corporation upon the conversion of the subscription receipts, (ii) the corporation and Vior entering into the amended IRA (as defined herein), and (iii) the corporation and Vior entering into the royalty option agreement (as defined herein). If the escrow release conditions are not satisfied on or before 5 p.m. ET on June 30, 2024, then the escrowed funds together with any accrued interest earned thereon will be returned to Osisko Mining and the subscription receipts will be cancelled.

As more particularly described herein, following the completion of the offering and assuming the conversion of all subscription receipts, Osisko Mining will have beneficial ownership of, or control or direction over, directly or indirectly, 50,767,479 shares and 19,161,500 warrants, representing 23.6 per cent of the issued and outstanding shares on a basic non-diluted basis (or approximately 29.9 per cent of the issued and outstanding shares on a partially diluted basis, assuming all warrants held by Osisko Mining were exercised in full).

Accordingly, upon the conversion of the subscription receipts for hard units (if at all), Osisko Mining would become a control person (as defined in the policies of the exchange) of the corporation by virtue of owning more than 20 per cent of the number of shares then outstanding. As a result, the policies of the exchange require that Vior obtain the approval of the disinterested shareholders of the corporation to authorize Osisko Mining to become a control person of the corporation.

The corporation intends to hold a special meeting of its shareholders on May 21, 2024, to, among other things, approve (i) the creation of Osisko Mining as a new control person by a simple majority of the votes of the disinterested shareholders of the corporation, and (ii) approve Osisko Mining's acquisition of subscription receipts pursuant to the offering, the amended IRA and the royalty option agreement for purposes of MI 61-101 (as defined herein).

Additional details about the Vior meeting and shareholder approvals being sought will be more particularly described in a management information circular of Vior being prepared for the Vior meeting, which will be available in due course on SEDAR+ under Vior's issuer profile.

Investor rights agreement

On March 22, 2021, the corporation and Osisko Mining entered into an investor rights agreement pursuant to which, among other things, Osisko Mining was granted: (i) the right to nominate a representative to the board of directors of the corporation; (ii) the right to participate in future equity financings (as defined in the original IRA) of the corporation; and (iii) certain other rights as described in the original IRA. As an escrow release condition, the corporation and Osisko Mining will enter into an amended investor rights agreement (the amended IRA) pursuant to which Osisko Mining will be granted the right to nominate an additional representative to the board of directors of the corporation. Moreover, it is anticipated that the aforementioned rights granted under the original IRA will be maintained under the amended IRA.

Royalty option agreement

As previously announced, the corporation and Osisko Mining have entered into a binding term sheet on March 20, 2024, pertaining to the grant by the corporation to Osisko Mining of an option to acquire a royalty in exchange for cash consideration of $250,000, which option shall provide Osisko Mining with an exclusive option, exercisable for a period of five years following the effective date (subject to acceleration in the case that the corporation publishes a milestone resource report on the Belleterre gold project), at an exercise price of $5.0-million in cash, to, among other things, acquire the following exclusive royalty rights and privileges: (i) a 2.0-per-cent net smelter returns royalty on the Belleterre gold project (subject to a 3.0-per-cent limit on all royalties); and (ii) a right in favour of Osisko Mining to cause the corporation to fully exercise all buyback rights associated with existing royalties on the Belleterre gold project and subsequently regrant or transfer such royalties to Osisko Mining, with such buyback being funded by Osisko Mining. The parties are expected to enter into a definitive royalty option agreement shortly following the Vior meeting, which is expected to occur concurrent with the conversion of the subscription receipts.

As an escrow release condition, the corporation and Osisko Mining will enter into the royalty option agreement to give effect to the royalty transaction, which remains subject to the satisfaction of customary conditions, including obtaining all required regulatory approvals as well as minority shareholder approval in accordance with MI 61-101 (as defined herein).

Early warning disclosure

Osisko Mining

Immediately prior to the completion of the offering, Osisko Mining had beneficial ownership of, or control or direction over, directly or indirectly, 14,367,479 shares and 961,500 warrants of the corporation, representing approximately 13.8 per cent of the issued and outstanding shares on a basic non-diluted basis (or approximately 14.6 per cent of the issued and outstanding shares on a partially diluted basis, assuming all warrants of the corporation held by Osisko Mining were exercised in full).

Pursuant to the offering, Osisko Mining acquired an aggregate of 16.56 million hard units (comprised of 16.56 million shares and 8.28 million warrants) and 19.84 million subscription receipts (convertible into 19.84 million shares and 9.92 million warrants).

Immediately after the completion of the offering, Osisko Mining has beneficial ownership of, or control or direction over, directly or indirectly, 30,927,479 shares, 9,241,500 warrants of the corporation and 19.84 million subscription receipts (convertible into 19.84 million shares and 9.92 million warrants), representing 19.9 per cent of the issued and outstanding shares on a basic non-diluted basis. Assuming the conversion of all subscription receipts, Osisko Mining would have beneficial ownership of, or control or direction over, directly or indirectly, 50,767,479 shares and 19,161,500 warrants of the corporation, representing 23.6 per cent of the issued and outstanding shares on a basic non-diluted basis (or approximately 29.9 per cent of the issued and outstanding shares on a partially diluted basis, assuming all warrants of the corporation held by Osisko Mining were exercised in full).

Amended early warning reports will be filed by Osisko Mining with applicable Canadian securities regulatory authorities. To obtain copies of any such amended early warning reports, please contact Mr. Fedosiewich as indicated herein. The head office of Osisko Mining is located at 155 University Ave., Suite 1440, Toronto, Ont., M5H 3B7.

Mark Fedosiewich

Immediately prior to the closing of the offering, Mr. Fedosiewich, the chief executive officer, president and director of the corporation, had beneficial ownership of, or control or direction over, directly or indirectly, 9,408,500 shares of the corporation, 2.18 million options to purchase shares and 25,000 warrants of the corporation, representing approximately 9.0 per cent of the issued and outstanding shares on a basic non-diluted basis. Assuming the exercise of all warrants and options held by Mr. Fedosiewich, Mr. Fedosiewich would have beneficial ownership of, or control or direction over, directly or indirectly, 11,613,500 shares, representing approximately 10.9 per cent of the issued and outstanding shares on a partially diluted basis.

Pursuant to the offering, Mr. Fedosiewich directly acquired 400,000 hard units of the corporation, comprising 400,000 shares and 200,000 warrants. Immediately following the closing of the offering, Mr. Fedosiewich has beneficial ownership of, or control or direction over, directly or indirectly, 9,808,500 shares, 2.18 million options to purchase shares and 225,000 warrants of the corporation, representing approximately 5.1 per cent of the issued and outstanding shares on a basic non-diluted basis. Assuming the exercise of all warrants and options of the corporation held by Mr. Fedosiewich, he would have beneficial ownership of, or control or direction over, directly or indirectly 12,213,500 shares, representing approximately 6.3 per cent of the issued and outstanding shares on a partially diluted basis.

An amended early warning report will be filed by Mr. Fedosiewich with applicable Canadian securities regulatory authorities. To obtain copies of any such amended early warning reports, please contact Mr. Fedosiewich as indicated hereinm. The head office of Vior is located at 955 Wellington St., suite 240, Montreal, Que., H3C 1V3.

Share consolidation

As previously disclosed by the corporation, shortly following the closing date, the corporation intends to complete a consolidation of its common shares on the basis of one postconsolidation common share of the corporation for every three preconsolidation common share of the corporation.

MI 61-101 disclosure

Certain insiders of the corporation have subscribed for hard units and subscription receipts under the offering, comprising (i) Osisko Mining as to 16.56 million hard units and 19.84 million subscription receipts, and (ii) certain other directors and senior officers of the corporation as to an aggregate of 1.33 million hard units. Each insider subscription is considered to be a related party transaction of the corporation for purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions.

In completing the hard unit issuance under the offering, the corporation relied upon exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. Specifically, the corporation is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Subsection 5.5 (b) of MI 61-101 insofar as no securities of the corporation are listed or quoted for trading on prescribed stock exchanges or stock markets.

Additionally, the corporation is exempt from the minority approval requirement in Section 5.6 of MI 61-101 for each insider subscription for hard units (being an aggregate of 17,890,000 hard units for aggregate gross proceeds of $2,236,250) in reliance on Subsection 5.7(b) insofar as the fair market value of such insider subscriptions, insofar as they involve interested parties, is not more than the 25 per cent of the corporation's market capitalization.

The corporation will, however, be seeking minority approval in accordance with as required by Section 5.6 of MI 61-101 to authorize (i) Osisko Mining's acquisition of subscription receipts pursuant to the offering, (ii) the entering into by Vior of the amended IRA, and (iii) the entering into by Vior of the royalty option agreement, pursuant to Part 8 of MI 61-101 insofar as each of such transaction is considered to be a related party transaction of the corporation for purposes of MI 61-101 and may be considered a connected transaction (for purposes of MI 61-101) to the offering of hard units. These transactions are exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Subsection 5.5 (b) of MI 61-101 insofar as no securities of the corporation are listed or quoted for trading on prescribed stock exchanges or stock markets.

The corporation did not file a material change report more than 21 days before the expected closing date of the offering as the details of the offering and the participation therein by Osisko Mining were not settled until shortly prior to the closing of the offering, and the corporation wished to close the offering on an expedited basis for sound business reasons.

About Vior Inc.

Vior is a junior mineral exploration corporation based in the province of Quebec, Canada, whose corporate strategy is to generate, explore and develop high-quality mineral projects in the proven and favourable mining jurisdiction of Quebec. Through the years, Vior's management and technical teams have demonstrated their ability to discover several gold deposits and many high-quality mineral prospects.

Vior is rapidly advancing its flagship Belleterre gold project with the strategic support of Osisko Mining. The Belleterre gold project is an exciting district-scale property that includes Quebec's past-producing high-grade Belleterre gold mine. Vior has conducted extensive exploration at the Belleterre property and is finalizing plans for a 50,000-plus-metre drill program. Vior is also actively developing its promising Skyfall project in partnership with SOQUEM Inc., as well as several other properties with multimineral potential.

We seek Safe Harbor.