Toronto, Ontario--(Newsfile Corp. - June 4, 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 provide, further to its news releases dated September 29, 2025 and April 1, 2026, an update on the Company's proposed "Qualifying Transaction" under the Exchange Policy 2.4 - Capital Pool Companies (the "Qualifying Transaction") with respect to its proposed non-brokered private placement of subscription receipts (the "Concurrent Financing").
As announced on April 1, 2026, Chablis has entered into a share exchange agreement (the "Share Exchange Agreement") to acquire Viridian Metals Ireland Limited ("Viridian"). Pursuant to the Share Exchange Agreement, Viridian will complete a non-brokered private placement (the "Viridian Concurrent Financing") to raise gross proceeds of C$2,559,250. The financing involves the issuance of subscription receipts (the "Viridian Subscription Receipts") at a price of C$0.25 per Viridian Subscription Receipt. Each Viridian Subscription Receipt will automatically convert into one Viridian share (each, a "Viridian Share") and one-half of one common share purchase warrant (the "Viridian Warrants").
Viridian may pay a cash commission of up to 7% of the gross proceeds of the Viridian 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 Viridian 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 for broker warrants of the Resulting Issuer on the same terms thereof.
The parties amended the Share Exchange Agreement and the related ancillary agreements to permit a second concurrent financing through Chablis (the "Chablis Concurrent Financing") for gross proceeds of C$440,750, on substantially the same terms as the Viridian Concurrent Financing. The Chablis Concurrent Financing involves the issuance of subscription receipts (the "Chablis Subscription Receipts") at a price of C$0.25 per Chablis Subscription Receipt. Each Chablis Subscription Receipt will automatically convert into one Chablis share (each, a "Chablis Share") and one-half of one common share purchase warrant (each, a "Chablis Warrant").
As a result, the aggregate gross proceeds of the Viridian Concurrent Financing were revised to C$2,559,250, and the combined gross proceeds from the Chablis Concurrent Financing and the Viridian Concurrent Financing are expected to total C$3,000,000. All compensation warrants in connection with the concurrent financings will be issued by Viridian.
Upon satisfaction of applicable escrow release conditions (the "Escrow Release Conditions"), including without limitation, satisfaction of all necessary conditions precedent to complete the Qualifying Transaction, each Chablis Subscription Receipt will automatically convert into one Chablis Share and one Chablis Warrant, for no further consideration and without any further action by the holders thereof and each Viridian Subscription Receipt will automatically convert into one Viridian Share and one Viridian Warrant, for no further consideration and without any further action by the holders thereof. The Viridian Shares and Viridian Warrants issued upon conversion of the Viridian Subscription Receipts will then be immediately exchanged for one common share into the capital of the entity (the "Resulting Issuer") that will result from the completion of the Qualifying Transaction (the "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.
The gross proceeds of the Concurrent Financing will be held in escrow by Therrien Couture Joli-Coeur L.L.P. ("TCJ") pending satisfaction of the Escrow Release Conditions set out in a subscription receipt agreement between the Company and TCJ ("Subscription Receipt Agreement"). In the event the Escrow Release Conditions are not satisfied or waived within the time period specified in the Subscription Receipt Agreement, the gross proceeds of the Concurrent Financing will be returned to the subscribers in accordance with the terms of the Subscription Receipts.
If the Escrow Release Conditions are met, Chablis anticipates that the net proceeds will be used for exploration and development at the Tynagh Project, general working capital, and transaction expenses.
The Concurrent Financing is subject to the receipt of all necessary approvals, including the approval of the Exchange.
The Chablis Subscription Receipts and the Viridian Subscription Receipts issued under the Chablis Concurrent Financing and the Viridian Concurrent Financing, including the underlying securities that may be issued on the conversion of the Chablis Subscription Receipts and the Viridian Subscription Receipts, are subject to a four-month hold period from the closing date under applicable Canadian securities law.
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.
Shareholders Approval
Moreover, Chablis announced that its shareholders unanimously approved all matters brought before them at a meeting held on April 23, 2026, including: (a) fixing the number of directors at five; (b) the appointment of Julian Vickers, Wanda Cutler, Victor Cantore, Evan Kirby, and Aiden Lavelle as directors of the Resulting Issuer; (c) the re-appointment of Zeifmans LLP as auditor; (d) the change of the Company's name to "NorthMin Corporation"; and (e) the adoption of a new stock option plan. All matters approved, other than the appointment of the auditor, remain conditional upon the completion of the Qualifying Transaction.
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 Chablis Concurrent Financing and the Viridian 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 Chablis Concurrent Financing and the Viridian Concurrent Financing, please refer to the Company's press releases dated April 1, 2026 and 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.
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: the completion of the Chablis Concurrent Financing and the Viridian Concurrent Financing on the terms anticipated by management, the completion of the Qualifying Transaction, the conversion of the Chablis Subscription Receipts and the Viridian Subscription Receipts into Resulting Issuer Shares upon completion of the Escrow Release Conditions, the satisfaction or waiver of the Escrow Release Conditions within the time period specified in the Subscription Receipt Agreement, the expected use of the net proceeds of the Chablis Concurrent Financing and the Viridian Concurrent Financing, 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/300238
Source: Chablis Capital Corp.
