Toronto, Ontario--(Newsfile Corp. - September 29, 2025) - Chablis Capital Corp. (TSXV: CCZ.P) ("Chablis" or the "Company") is pleased to announce that it has entered into a letter of intent dated August 27, 2025 (the "LOI") with Viridian Metals Ireland Limited ("Viridian") (together, the "Parties"), which outlines the general terms and conditions pursuant to which the Parties would be willing to complete a transaction that will result in a reverse take-over (the "RTO") of Chablis by the shareholders of Viridian (the "Transaction"). Pursuant to the LOI, Chablis will acquire all of the outstanding securities of Viridian, which owns a 100% interest in the Tynagh Project (the "Tynagh Project" or "Property"), a past producing high-grade base metal and silver project in Ireland. The proposed Transaction is not a "Non-Arm's Length Qualifying Transaction" pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The Transaction is intended to be Chablis's "Qualifying Transaction" for purposes of the Exchange's capital pool company program.
Description of the Tynagh Project
The Tynagh Project is a brownfield exploration-stage project located in County Galway, Ireland. The site is located ~1.5 km north of the town of Tynagh, County Galway, and historically reported production of ~7.9 Mt of ore between 1965 and 1982 The Project includes a tailings reprocessing project, comprising two tailings ponds totaling ~58.7 ha, that 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 mineralisation. The Company is preparing an updated National Instrument 43-101 ("NI 43-101") technical report for the Tynagh Project (the "Technical Report") and intends to file it on SEDAR+ on or before October 31, 2025.
Proposed Management and Board of the Resulting Issuer
Upon completion of the Transaction, the Resulting Issuer's management and board will be reconstituted. The board will consist of up to seven directors, of which two will be nominees of Chablis and up to five will be nominees of Viridian. Mr. Julian Vickers, a Director of Viridian, is expected to become Chief Executive of the Resulting Issuer, and the Company will be renamed NorthMin Industries. Mr. Vickers has more than 35 years of experience in the mining and energy sectors and is currently the Chairman of Natural Resources Global Capital Group, a Non-Executive Director of Lidya Madencilik, a gold and copper mining company based in Turkey, and Chairman of Twelve Seas 3, a Nasdaq special purpose acquisition company (SPAC). Mr. Vickers previously served as Global Co-Head of Natural Resources Investment Banking at Barclays and as Global Head of Energy Investment Banking at Citi. Earlier in his career, Mr. Vickers worked as a strategy consultant with McKinsey & Company and as a mining and exploration geologist with Cominco, including a three-year period as its General Manager in Ireland. Mr. Vickers holds a First-Class Honours B.Sc. in Mining Geology from Imperial College, is an Associate of The Royal School of Mines, and holds an MBA from London Business School. The Board of Directors will be constituted and advised ahead of completion of the Transaction.
Terms of the LOI
Pursuant to the LOI, Viridian shareholders will exchange all their Viridian shares (each a "Viridian Share") for newly issued common shares of Chablis (each a "Chablis Share"). The consideration to Viridian shareholders is expected to comprise 68,000,000 new Chablis Shares assuming a price of C$0.25 per share and implying an equity value for Viridian of C$17 million. The Transaction is expected to be completed by way of a share exchange as mutually agreed upon by the Parties and approved by the Exchange and applicable regulatory authorities, and will be detailed in the definitive agreement (the "Definitive Agreement"). The Parties intend to execute the Definitive Agreement by November 28, 2025 (unless extended by mutual agreement).
Treatment of Debt and Advisory Matters
At closing, it is expected that certain outstanding indebtedness of Viridian, including related party balances, will be settled on terms to be set out in the Definitive Agreement. Prior to closing, Viridian intends to convert existing shareholder loans into equity at the final Transaction valuation. As of December 31, 2024, Viridian had approximately €1,064,354 (or CAD $1,735,003.45) in non-interest-bearing loans owing to NRG Capital Partners, controlled by Mr. Vickers and his wife, Angeliki Pilalitou, and €467,228 (CAD $761,628.36) owing to Angeliki Pilalitou. In connection with the Transaction, Viridian has agreed to pay advisory fees to Ansacha Capital and Minerax UG, which the parties represent are arms' length to Chablis and Viridian, each an arms' length party to Chablis and Viridian, in equal proportion, on closing. The form of payment, whether in cash and/or Resulting Issuer securities, will be made in accordance with Exchange Policy 2.4 and will be disclosed once determined. All figures in Euros are converted to Canadian dollars at the Bank of Canada rate of 1.6301 on September 26, 2025.
Concurrent Financing
Prior to closing, Viridian must complete a private placement financing in the minimum amount of $2,500,000 (the "Concurrent Financing") which is expected to be by way of subscription receipts in Viridian (each a "Viridian Subscription Receipt") on the basis of $0.25 for each Viridian Subscription Receipt. Each Viridian Subscription Receipt will entitle the holder thereof to receive, without any further action and without payment of additional consideration by the holder, and subject to adjustment in certain circumstances, one common share of the entity established as a result of the completion of the Qualifying Transaction (the "Resulting Issuer") upon the satisfaction or waiver of certain escrow release conditions to be agreed upon by the Parties. Viridian may pay customary broker and finder's fees and expenses in connection with the Concurrent Financing, in accordance with TSXV Policy 2.4. Net proceeds of the Concurrent Financing are expected to be used for exploration and development at the Tynagh Project, general working capital, and transaction expenses.
Completion of the Transaction is subject to a number of conditions, including but not limited to, satisfactory completion of due diligence by Chablis, execution of a Definitive Agreement, the completion of the Concurrent Financing, receipt of the NI 43-101 technical report on the Tynagh Project, the approval by the shareholders of the Parties (if required), receipt of all requisite regulatory, stock exchange, court or governmental authorizations and consents, including the Exchange, and Exchange acceptance. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
Trading Halt
Chablis has requested its common shares to be halted by the Exchange pending review of the materials for the Transaction. Trading in the common shares of Chablis is expected to remain halted until the closing or termination of the Transaction. Upon completion of the Qualifying Transaction, it is expected that the Resulting Issuer will be a Tier 2 Mining Issuer on the Exchange.
The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Sponsorship
Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with the Exchange policies. Chablis is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange, however, there is no assurance that Chablis will ultimately obtain this exemption. Chablis intends to include any additional information regarding sponsorship in a subsequent press release.
Further Information
Upon consummation of the Definitive Agreement, a comprehensive news release will be issued setting out the terms of the proposed Transaction, the additional terms of the Concurrent Financing in connection with the Transaction and other material information as it becomes available.
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. For additional information, please refer to the Company's disclosure record on SEDAR+ (www.sedarplus.ca) or contact the Company as follows: Victor Cantore, CEO at victor.cantore@baycapitalmarkets.com.
About Viridian Metals Ireland Limited
Viridian Metals Ireland Limited 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 and, as of the date of the LOI, had 11,111 ordinary shares issued and outstanding.
Cautionary Statements and Note Regarding Forward-Looking Information
Certain statements contained in this news release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the Company, including the Company's proposed goal of completing a Qualifying Transaction, the Concurrent Financing, sponsorship, the use of proceeds, the anticipated business of the Resulting Issuer, and exploration plans at the Tynagh Project are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward-looking information. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. These factors include, without limitation: receipt of applicable director, shareholder and regulatory approval of a Qualifying Transaction; changes in law; the ability to implement business strategies and pursue business opportunities; state of the capital markets; the availability of funds and resources to pursue operations; as well as general economic, market and business conditions, as well as those risk factors discussed or referred to in disclosure documents filed by the Company with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this news release is made as of the date of this news release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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SOURCE: Chablis Capital Corp.
