MONTREAL, QC / ACCESSWIRE / June 11, 2024 / VIOR INC. ("Vior" or the "Corporation") (TSXV:VIO)(OTCQB:VIORF) and (FRANKFURT:VL51) is pleased to announce the voting results of its Special Meeting of Shareholders (the "Special Meeting") held in Montreal, QC, at 11:00 am EDT on June 7, 2024.
Control Person
At the Special Meeting, the disinterested shareholders of the Corporation approved Osisko Mining Inc. ("Osisko Mining") as a new "Control Person" (as defined in the Corporate Finance Policy of the TSX Venture Exchange (the "Exchange")) by 99.98% of the votes cast by the disinterested shareholders of the Corporation present or represented by proxy at the Special Meeting, excluding the common shares of the Corporation (the "Shares") held by Osisko Mining and its associates and affiliates, as required by the Exchange policies.
Transactions with Osisko Mining
Furthermore, at the Special Meeting, the minority shareholders of the Corporation approved (i) the acquisition of the 19,840,000 Subscription Receipts (the "Subscription Receipts") at an issue price of $0.125 per Subscription Receipt by Osisko Mining, together with the execution by the Corporation of the previously announced amended Investor Rights Agreement with Osisko Mining, and (ii) the execution by the Corporation of the previously announced Royalty Option Agreement with Osisko Mining, by 99.97% and 99.97%, respectively, of the votes cast by the minority shareholders of the Corporation present or represented by proxy at the Special Meeting, excluding the Shares held by Osisko Mining and its related parties or joint actors, as required by Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions.
Mark Fedosiewich, President and CEO of Vior, stated, "We are proud to announce the results of this Special Meeting and the continued support of our shareholders. These results signal another milestone towards fulfilling our ambitious strategic goals at our flagship Belleterre Gold Project in Québec. We are confident that we will execute the amended Investor Rights Agreement and the Royalty Option Agreement in the coming days, and that parties will satisfy the required conditions to ensure the conversion of the Subscription Receipts."
Subscription Receipts
The Subscription Receipts are convertible securities created and issued pursuant to a Subscription Receipt Certificate and an Escrow Agreement, both dated March 28, 2024, with each Subscription Receipt entitling the holder to receive one unit of the Corporation (a "Unit") upon the satisfaction of the Escrow Release Conditions (as defined herein) before the Escrow Release Deadline (as defined herein), without any action or payment on the part of Osisko Mining. Each Unit is comprised of one Common Share and one-half of one Share Purchase Warrant of the Corporation (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.21 per Share for a period of 24 months following March 28, 2024.
The gross proceeds from the sale of the Subscription Receipts (the "Escrowed Funds") have been placed into escrow and will only be released to the Corporation upon the satisfaction of certain Escrow Release Conditions (the "Escrow Release Conditions"), including the required shareholder approvals at the Special Meeting. If the Escrow Release Conditions are not satisfied on or before June 30, 2024 (the "Escrow Release Deadline"), then the Escrowed Funds, together with accrued interest earned thereon (if any), will be returned to Osisko Mining, and the Subscription Receipts will be cancelled.
About VIOR
Vior is a junior mineral exploration corporation based in the province of Québec, Canada, whose corporate strategy is to generate, explore, and develop high-quality mineral projects in the proven and favourable mining jurisdiction of Québec. Through the years, Vior's management and technical teams have demonstrated their ability to discover several gold deposits and many high-quality mineral prospects.
Vior is rapidly advancing its flagship Belleterre Gold Project with the strategic support of Osisko Mining Inc. The Belleterre Gold Project is an exciting district-scale property that includes Québec's past-producing high-grade Belleterre gold mine. Vior has conducted extensive exploration at the Belleterre property and is finalizing plans for a +60,000m drill program. Vior is also actively developing its promising Skyfall Project in partnership with SOQUEM Inc., as well as several other properties with multi-mineral potential.
Neither the Exchange nor its Regulations Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
The information contained herein contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to the activities, events or developments that the Corporation expects or anticipates will or may occur in the future, including, without limitation, statements with respect to, the receipt of the required Exchange approvals for the creation of a Control Person (as defined in the Corporate Finance Policy of the Exchange) and the execution of the royalty option agreement with Osisko Mining; the satisfaction of the Escrow Release Conditions before the Escrow Release Deadline. Generally, but not always, forward-looking information and statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof.
Such forward-looking information and statements are based on numerous assumptions, including among others, that the results of planned exploration activities are as anticipated, the price of gold, the anticipated cost of planned exploration activities, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms, that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Corporation's planned exploration activities will be available on reasonable terms and in a timely manner. Although the assumptions made by the Corporation in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.
Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: negative operating cash flow and dependence on third party financing, uncertainty of additional financing, no known mineral reserves, the limited operating history of the Corporation, the influence of a large shareholder, aboriginal title and consultation issues, reliance on key management and other personnel, actual results of exploration activities being different than anticipated, changes in exploration programs based upon results, availability of third party contractors, availability of equipment and supplies, failure of equipment to operate as anticipated; accidents, effects of weather and other natural phenomena and other risks associated with the mineral exploration industry, environmental risks, changes in laws and regulations, community relations and delays in obtaining governmental or other approvals and the risk factors with respect to the Corporation set out in the Corporation's filings with the Canadian securities regulators and available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.
Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Corporation undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.
