Toronto, Ontario--(Newsfile Corp. - April 1, 2026) - Chablis Capital Corp. (TSXV: CCZ.P) ("Chablis" or the "Company"), a "capital pool company" under the policies of the TSX Venture Exchange (the "Exchange"), is pleased to announce it has entered into a definitive share exchange agreement on March 31, 2026 (the "Share Exchange Agreement") in respect of its previously announced "qualifying transaction" under the policies of the Exchange (the "Qualifying Transaction") to acquire Viridian Metals Ireland Limited ("Viridian"), an Irish company, which owns a 100% interest in the Tynagh Project (the "Tynagh Project" or "Property").
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 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.
Chablis is also pleased to announce that the Exchange has conditionally approved the Qualifying Transaction subject to meeting all closing conditions, including but not limited to completion of the $3,000,000 Concurrent Financing and evidence of satisfactory public distribution. In connection with the Qualifying Transaction, the Company has filed on SEDAR+ its filing statement dated March 31, 2026 (the "Filing Statement"). Investors are encouraged to review the Filing Statement on the Company's SEDAR+ profile. The Filing Statement provides detailed information about, among other things, the Qualifying Transaction, Viridian and the Tynagh Project and the resulting company following completion of the Qualifying Transaction (the "Resulting Issuer").
Assuming all conditions are satisfied, the parties anticipate to close the Qualifying Transaction on or about April 30, 2026, or such other date as the Company and Viridian may determine, and that trading of the Resulting Issuer's common shares will commence shortly after closing. The Company will issue a further press release once the Exchange issues its bulletin announcing its final approval of the Qualifying Transaction and the date that trading of the common shares of the Resulting Issuer is expected to commence on the Exchange. The Resulting Issuer's trading symbol will be "NMB".
The Transaction
Pursuant to the terms of the Share Exchange Agreement, the Company will acquire all of the outstanding shares of Viridian ("Viridian Shares") in consideration for 34,000,000 common shares (the "Resulting Issuer Shares") in the capital of the Company at a deemed price of $0.25 per Resulting Issuer Share, with Viridian becoming a wholly-owned subsidiary of the Company. The Resulting Issuer will also issue 1,700,000 Resulting Issuer Shares at a deemed price of $0.25 per Resulting Issuer Share to Ansacha Capital and Minerax UG (collectively, the "Advisors"), respectively, each an arm's length party to both Viridian and the Company, in equal proportion, in connection with the Qualifying Transaction. No other finder's fees or commissions will be payable in connection with the Qualifying Transaction. The issuance of Resulting Issuer Shares to the Advisors shall be made in accordance with TSXV Policy 2.4 and disclosed in the Filing Statement or circular to be prepared in connection with the Qualifying Transaction.
In accordance with the terms of the Share Exchange Agreement, $2,988,895 of outstanding related-party shareholder loans and payables of Viridian will be converted into Viridian Shares prior to closing, which will then be exchanged as part of the 34,000,000 Resulting Issuer Shares to be issued to Viridian shareholders.
The Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction as defined under the policies of the Exchange, and approval from the shareholders of Chablis is not required.
The completion of the proposed Qualifying Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to (i) receipt of conditional approval from the TSXV; (ii) receipt of all requisite corporate, and shareholder consents and approvals; and (iii) the completion of the Company's previously announced Concurrent Financing, as more described below.
Immediately prior to the completion of the Qualifying Transaction, the Company will effect a name change pursuant to which the Company will change its name to "NorthMin Corporation" or such other name as determined by Viridian.
Upon completion of the Qualifying Transaction, it is expected that the Resulting Issuer will be a Tier 2 Mining Issuer on the Exchange.
Concurrent Financing
In connection with the proposed Qualifying Transaction, Viridian will complete a non-brokered private placement (the "Concurrent Financing") to raise gross proceeds of C$3,000,000. The financing involves the issuance of subscription receipts (the "Subscription Receipts") at a price of C$0.25 per Subscription Receipt. Each Subscription Receipt will automatically convert into one Viridian Share and one-half of one common share purchase warrant (the "Warrants"). The Viridian Shares and Warrants issued upon conversion of the Subscription Receipts will then be immediately exchanged for one Resulting Issuer Share and one-half of one Resulting Issuer common share warrant (each a "Resulting Issuer Warrant"). Each whole Resulting Issuer Warrant is exercisable to acquire one Resulting Issuer Share at a price of C$0.40 for a period of two years. Net proceeds are expected to be used for exploration and development at the Tynagh Project, general working capital, and transaction expenses. Viridian may pay a cash commission of up to 7% of the gross proceeds of the Concurrent Financing to registered investment dealers and exempt market dealers (each, an "Eligible Broker"), and may issue non-transferable compensation warrants equal in number to up to 7% of the Subscription Receipts sold through such Eligible Brokers in connection with the Concurrent Financing. Each broker warrant shall entitle the holder to acquire one Viridian Share at a price of $0.40 for a period of two years from the date of issuance and as part of the Qualifying Transaction will be exchanged of broker warrants of the Resulting Issuer on the same terms thereof.
This news release does not constitute an offer to sell, or solicitation of an offer to buy, nor will there be any sale of any of the securities offered in any jurisdiction where such offer, solicitation or sale would be unlawful, including the United States of America. The securities being offered as part of the Concurrent Financing have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and any applicable state securities laws, or pursuant to available exemptions therefrom.
Directors and Officers of the Resulting Issuer
Upon completion of the Qualifying Transaction, it is anticipated that Victor Cantore will resign as CEO of the Company, and Michel Fontaine will resign as director. The Resulting Issuer board will be reconstituted to consist of the following persons: Julian Vickers, Victor Cantore, Wanda Cutler, Evan Kirby, and Aiden Lavelle. The senior management of the Resulting Issuer is anticipated to consist of Julian Vickers as President and CEO and Veronique Laberge as CFO and Corporate Secretary.
The relevant experience of the proposed officers and directors of the Resulting Issuer is set out below.
Julian Vickers (Surrey, United Kingdom) - Chief Executive Officer and Director
Julian Vickers has been CEO of Viridian Metals Ireland for the last 12 years. He is Chairman of the Natural Resources Global Capital Group and has 35+ years of experience in the Mining and Energy Industries. He was Previously Global Co-Head of Natural Resources Investment Banking for Barclays and Global Head of Energy Investment Banking for Citi. Prior to that he spent 3 years as a Strategy Consultant with McKinsey & Company and was a Mining and Exploration Geologist with Cominco for 6 years (GM Ireland). Julian has a First Class Honours BSc degree in Mining Geology from Imperial College and an MBA from London Business School. He is an Associate of The Royal School of Mines, a Non Executive Director of Lidya Mines and Non Executive Chairman of Twelve Seas 3.
Veronique Laberge (Laval, QC) - Chief Financial Officer and Corporate Secretary
Veronique Laberge is a chartered professional accountant and holder of the title of auditor. With more than 20 years of experience in professional practice, she is specialized in certification mandates, general accounting and as a consultant for public and private companies. Veronique serves as the Chief Financial Officer of the Resulting Issuer and has not entered into a non-competition or non-disclosure agreement with the Resulting Issuer.
Wanda Cutler (Toronto, ON) - Director
Wanda Cutler currently holds the position of President of Cutler McCarthy, a strategic communications firm and Head of Corporate Development at Amex Exploration, Inc. Wanda Cutler is also on the board of various mining companies. She has worked with reporting issuers for more than 25 years in marketing and communications. She has acted as a strategic advisor to a number of public companies including multiple junior mining companies, investment companies and alternative energy companies. Wanda Cutler has a Bachelor of Social Science, Political Science from the University of Ottawa. Wanda is a director of the Resulting Issuer and has not entered into a non-competition or non-disclosure agreement with the Resulting Issuer.
Victor Cantore (Montreal, QC) - Director
Victor Cantore is a seasoned capital markets professional specializing in the resource and technology sectors. He has more than 20 years of advisory and leadership experience having begun his career in 1992 as an investment advisor and then moving into management roles at both public and private companies. During his career he has organized and structured numerous equity and debt financings, mergers and acquisitions, joint venture partnerships and strategic alliances. Victor Cantore serves on the boards of various companies both private and public. Victor Cantore is currently the President and CEO, Director of Amex Exploration. Victor is the director of the Resulting Issuer and has not entered into a non-competition or non-disclosure agreement with the Corporation.
Evan Kirby (Ocean Reef, Western Australia, Australia) - Director
Evan Kirby is a Consulting Metallurgist with 50 years of experience in the Mining industry. He was Technical Director of Jubilee Metals Group PLC, Mining & Metals Technology Manager at Bechtel and Manager of Metallurgy at GRD Minproc. Prior to this he was Consulting Metallurgist, Concentrators at Anglo Platinum, Consulting Metallurgist and Metallurgical Superintendent at Rand Mines Limited and Metallurgist at Impala Platinum. Evan holds a BSc (Hons) and PhD in Metallurgy from Newcastle . He is an NED at LinQ Minerals Limited.
Aiden Lavelle (Mayo, Ireland)- Director
Aiden Lavelle has 18 years of experience in the Mining Industry. He was Interim CEO of European Green Metals, focussed on REE in Sweden and COO of Zinnwald Lithium PLC (previously Erris Resources PLC), which he founded and guided through an IPO and later RTO. Prior to that he was Exploration Manager, Erris Resources, focussed on the Abbeytown Project in Ireland and gold projects in Sweden and Finland. Aiden discovered the Pandora gold deposit in Djibouti for Stratex East Africa, holds a BSc(Hons) and MSc in Geology, and holds MIGI, P.Geo and EurGeol accreditation.
Other Insiders
Upon completion of the Qualifying Transaction, it is anticipated that Angeliki Pilalitou will own directly or indirectly, or exercise control or direction over an aggregate of 26,665,907 Resulting Issuer Shares, representing 50.52% of the issued and outstanding shares of the Resulting Issuer. She also owns 50% of the issued and outstanding shares of Natural Resources Capital Group, which owns 100% of the voting shares in Natural Resources Global Capital Partners Limited, which will own 7,379,068 Resulting Issuer Shares, representing 13.98% of the issued and outstanding Resulting Issuer Shares on a non-diluted basis. Ms. Pilalitou is a significant shareholder and promoter of Viridian, resides in Surrey, United Kingdom and is the spouse of Mr. Julian Vickers, the proposed director, President and CEO of the Resulting Issuer.
Financial Information of Viridian
The table below sets out certain financial data for the Viridian in respect of the periods for which financial information which will be included in the filing statement:
| Year ended December 31, 2024 (audited) | Year ended December 31, 2023 (audited) | |
| Revenues | €0 | €0 |
| Net Loss | €28,071 | €30,221 |
| Total Assets | €5,444 | €13,023 |
| Total Liabilities | €1,541,434 | €1,520,942 |
Consolidated Capitalization
The following table sets forth the pro forma share capital of the Resulting Issuer, on a consolidated basis, after giving effect to the Qualifying Transaction:
| Number of Resulting Issuer Shares | |
| Currently outstanding Chablis Shares | 5,085,000 |
| Issuable to Viridian Shareholders pursuant to the Share Exchange | 34,000,000 |
| Issuable to Concurrent Financing Subscribers | 12,000,000 |
| Issuable to Ansacha Capital and Minerax UG pursuant to the Share Exchange Agreement(2) | 1,700,000 |
| Subtotal Shares Outstanding (Undiluted) | 52,785,000 |
| Issuable on exercise of Chablis outstanding stock options | 500,000 |
| Issuable on exercise of Concurrent Financing warrants and outstanding broker warrants | 7,086,800 |
| Fully-Diluted Total | 60,371,800 |
Further Information
The Company plans to issue additional press releases providing further details in respect of the proposed Qualifying Transaction, the Share Exchange Agreement, additional terms of the Concurrent Financing and other material information as it becomes available.
For additional information concerning the Company, Viridian, the Resulting Issuer, the Qualifying Transaction and the Concurrent Financing, please refer to the Company's press releases dated September 29, 2025 which is available under Chablis' SEDAR+ profile at www.sedarplus.ca and the filing statement which will be filed under Chablis' SEDAR+ profile at www.sedarplus.ca. .
Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless an exemption or waiver from the sponsorship requirement is available. The Qualifying Transaction is expected to be exempt from the sponsorship requirement.
Trading in the Chablis shares is presently halted. It is uncertain whether the Chablis shares will resume trading until the Qualifying Transaction is completed and approved by the Exchange.
There are not any interests in the Qualifying Transaction held by non-arm's length parties to Chablis or Viridian.
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.
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.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. 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.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Not for distribution to U.S. news wire services or dissemination in the United States
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/290879
Source: Chablis Capital Corp.
