Each Unit will be comprised of one common share of the Company issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (a "FT Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one common share of the Company at an exercise price of $0.65 per share for a period of 24 months from the date of issuance.
"The decision by an existing shareholder to increase its position at a significant premium to our recent market price we believe reflects a strong conviction in the Company's exploration thesis," said Tyrell Sutherland, President and Chief Executive Officer of Viridian. "The financing provides Viridian with the capital to continue advancing its high potential copper-focused exploration in Labrador, and we look forward to outlining an expanded 2026 program in the near term."
The gross proceeds raised from the issuance of the Units will be used by the Company to incur eligible Canadian exploration expenses that qualify as "flow-through critical mineral mining expenditures" within the meaning of the Income Tax Act (Canada) on the Company's projects in Labrador. The Company will renounce such expenditures to subscribers of the Units with an effective date on or before December 31, 2026.
The Investor is a fund managed by Accilent Capital Management Inc. ("Accilent"). On closing of the Private Placement, Accilent will have direct or indirect control and direction over 11,561,135 common shares of the Company (including the common shares forming part of the Units to be acquired by the Investor under the Private Placement), representing approximately 20.84% of the Company's issued and outstanding common shares on a non-diluted basis, and approximately 31.13% on a partially diluted basis, assuming the exercise of 8,461,138 common share purchase warrants of the Company held or to be held by Accilent (including the Warrants forming part of the Units to be acquired by the Investor under the Private Placement).
As a result of the holdings over which Accilent will have direct or indirect control and direction following closing of the Private Placement, Accilent will become a new "Control Person" of the Company, as such term is defined in the policies of the Canadian Securities Exchange (the "CSE" or the "Exchange"). Pursuant to the policies of the CSE, the creation of a new Control Person is subject to (i) the acceptance of the Exchange, and (ii) the approval of the shareholders of the Company.
The Company intends to seek shareholder approval for the creation of the new Control Person at its Annual General and Special Meeting to be held on June 22, 2026, as further described below. Closing of the Private Placement is conditional upon receipt of all required approvals, including the acceptance of the Exchange and the approval of the shareholders of the Company in respect of the creation of the new Control Person. The Private Placement is expected to close as soon as practicable following receipt of such approvals.
All securities issued pursuant to the Private Placement will be 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 Company may ...
