Vior Issues Option Agreement Shares to Osisko Mining Inc.

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MONTRÉAL, QC / ACCESSWIRE / August 28, 2024 / VIOR INC. ("Vior" or the "Corporation") (TSXV:VIO)(OTCQB:VIORF)(FRA:VL51) has issued 576,923 common shares to Osisko Mining Inc. ("Osisko Mining"), to satisfy the third anniversary payment obligation pursuant to the Option Agreement signed on August 24, 2021, and amended as of August 24, 2022 and June 21, 2024 (collectively, the "Option Agreement"), for the Blondeau-Guillet gold property in the Abitibi-Témiscamingue region of Quebec (see the Corporation's press release dated November 14, 2022 for more details). The share issuance was approved by the TSXV and is subject to a 4-month plus one day hold period.

Immediately following the share issuance, Osisko Mining will own approximately 22.30% of the issued and outstanding common shares of Vior on an undiluted basis, and approximately 28.19% on a partially diluted basis, presuming the exercise of all outstanding warrants held by Osisko Mining.

The Option Agreement is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSXV, as Osisko Mining is a "related party" (for purposes of MI 61-101) of the Corporation by virtue of holding beneficial ownership of more than 10% of the outstanding common shares of the Corporation. Osisko Mining is also considered to be a Non-Arm's Length Party of Vior under the policies of the TSXV. The Corporation is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Corporation is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Corporation's market capitalization, and no securities of the Corporation are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Corporation is exempt from minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 as the fair market value of the transactions, insofar as it involves interested parties, are not more than 25% of the Corporation's market capitalization.

About VIOR

Vior is a junior mineral exploration corporation based in the province of Quebec, Canada, whose corporate strategy is to generate, explore, and develop high-quality mineral projects in the proven and favourable mining jurisdiction of Quebec. Through the years, Vior's management and technical teams have demonstrated their ability to discover several gold deposits and many high-quality mineral prospects.