Mr. Tyrell Sutherland reports
VIRIDIAN METALS ANNOUNCES CLOSING OF FIRST TRANCHE OF FINANCING AND SHORT FORM VERTICAL AMALGAMATION
Viridian Metals Inc., further to its news release dated Nov. 7, 2025, has closed a first tranche of its non-brokered private placement, consisting of the issuance of a combination of: (i) flow-through shares of the company at a price of 75 cents per flow-through share; and (ii) non-flow-through units of the company at a price of 56 cents per hard-dollar unit, for aggregate gross combined proceeds to the company of $591,543.68.
"This raise was driven by investor demand, not capital need. Viridian is already well funded and this initial tranche allows us to bring committed investors into the fold," said Tyrell Sutherland, president and chief executive officer of Viridian.
The first tranche closing includes the issuance of:
- 296,672 flow-through shares at 75 cents per share for gross proceeds of $222,504;
- 658,999 hard-dollar units at 56 cents per unit for gross proceeds of $369,039.68:
- Each hard-dollar unit comprises one common share and one-half of one share purchase warrant, exercisable at 75 cents until Dec. 2, 2027.
In connection with the closing of the final tranche, the company paid a finder's fee of $21,840.28 in cash, representing 7 per cent of the proceeds raised from subscribers introduced by finders, and issued 32,667 finders' warrants. Each finder's warrant entitles the holder to purchase one common share at an exercise price of 75 cents until Dec. 2, 2027, with no acceleration provision attached.
As a result of the first tranche closing of the offering, the company has issued 955,671 common shares (296,672 of which are designated as flow-through shares as defined in the Income Tax Act (Canada)) and 310,380 warrants (including the finders' warrants), each exercisable at 75 cents until Dec. 2, 2027.
The gross proceeds raised through the issuance of flow-through shares must be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditure within the meaning of the Income Tax Act (Canada) at the company's Labrador mining projects. The applicable expenditures will be renounced to subscribers to the flow-through shares with an effective date on or before Dec. 31, 2025. Funds will support surface geochemistry, geophysics and drill targeting. Proceeds from the hard-dollar units will be used for general working capital and corporate purposes.
All securities issued in respect of the offering are subject to a statutory hold period of four months and one day, expiring on April 3, 2025.
The company may close a second tranche of the offering and will inform the market of the same or otherwise in due course.
Short form vertical amalgamation
The company further announces it has completed a vertical short form amalgamation with Viridian Metals Corp., a wholly owned subsidiary of the company, effective Dec. 1, 2025, pursuant to the Business Corporations Act (British Columbia).
The amalgamation was completed to streamline the financial and regulatory reporting process and reduce administrative costs.
No securities of the company were issued in connection with the amalgamation and the company's share capital remains unchanged (other than in respect of the closing of first tranche of the offering discussed above and the correction of the finder's warrants as discussed below). Pursuant to the amalgamation, all of the issued and outstanding shares of the subsidiary were cancelled, and the assets, liabilities and obligations of the subsidiary were assumed by the company. The resulting amalgamated company has retained the name Viridian Metals Inc., maintained the same articles and management as the company, and the common shares of the company retain the same Cusip number and ISIN, and remain listed on the Canadian Securities Exchange under the symbol VRDN.
Prior to completion of the amalgamation, the company had effected the continuance of the subsidiary from the Canadian federal jurisdiction to British Columbia, pursuant to which the subsidiary was renamed
1562569 B.C. Ltd. prior to the amalgamation.
The company has filed the certificate of amalgamation evidencing the completion of the amalgamation on SEDAR+, which is publicly available under the company's profile on SEDAR+.
Correction of finder's warrants
Additionally, further to its news release dated June 4, 2025, the company wishes to report that it had issued an incorrect number of finder's warrants to a finder pursuant to the closing of the second tranche of its private placement of flow-through units closed on June 4, 2025.
The company had reported that it had issued 29,167 finder's warrants, with each finder's warrant entitling the holder to purchase one common share at an exercise price of 75 cents until May 13, 2028, with no acceleration provision attached. The number of warrants issued was based on the finder being due 7 per cent of the number of warrants issued to subscribers introduced by the finder.
The finder involved subsequently brought to the company's attention that the agreement between the finder and the company provided for an issuance of finder's warrants equal to the total number of units issued to subscribers introduced by the finder and that the expiry date of such warrants was to be June 4, 2028.
Therefore, the company has issued an amended and restated warrant certificate to the finder for a total of 58,334 finder's warrants (with 29,167 of those being additional to those previously reported), with each finder's warrant entitling the holder to purchase one common share at an exercise price of 75 cents until June 4, 2028.
About Viridian Metals Inc.
Viridian Metals is a leader in generative metal exploration with a focus on environmental responsibility and ethical practices. Founded to discover new critical metals deposits capable of transforming supply chains, the company leverages innovative technologies and methods to enhance efficiency and sustainability in jurisdictions leading the energy transition. Viridian maintains expertise in a range of critical metals with a primary focus on copper, nickel and cobalt. Viridian's commitment to environmental responsibility and ethical practices ensure that its projects contribute meaningfully to the green transition, creating sustainable value for all stakeholders.
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