MONTREAL, QC / ACCESSWIRE / November 14, 2022 / VIOR INC. ("Vior" or the "Corporation"), (TSXV:VIO)(OTCQB:VIORF)(FRANKFURT:VL51) is pleased to provide an update on recent property transactions with Osisko Mining Inc. ("Osisko") relating to the Blondeau-Guillet Property, announced on August 25, 2021, and the Skyfall Property announced on September 9, 2022.
Blondeau-Guillet Property - Belleterre
The Corporation announces the issuance of 625,000 Vior common shares to Osisko, pursuant to the Option Agreement signed August 24, 2021, and amended as of August 24, 2022 (collectively, the "Option Agreement"), for the Blondeau-Guillet gold property (the "Property") in the Abitibi-Témiscamingue region of Quebec. The share issuance was approved by the TSX Venture Exchange ("TSXV") and is subject to a 4 month and one day hold period.
The parties have amended the Option Agreement to provide for the maximum issuance of up to 789,474 common shares of the Corporation (the "Shares") at the Current Market Price (as defined below) per tranche of $75,000 payable to Osisko in shares over a three year period, and for a total amount of $225,000. This amendment also contemplates that should the maximum number of Shares to be issued in any period have a lesser value than $75,000, then Vior shall pay the full amount of the tranche in cash, and no Shares will be issued to Osisko. "Current Market Price" is defined in the amendment as the closing price of the common shares of Vior on the TSXV on the earlier of (i) the date the Shares are issued and (ii) the anniversary date of the Option Agreement.
The parties have also agreed to extend the deadline to August 24, 2023, for Vior to complete the minimum work commitments totaling $250,000 before the first anniversary of the Option Agreement.
The Corporation has completed the issuance of 107,142 Vior common shares to Osisko, to satisfy the purchase from Osisko of 83 claims covering approximately 4,682 hectares next to Vior's Skyfall project, as per the agreement announced on September 9, 2022 (the "Acquisition Agreement"). This share issuance was approved by the TSXV and is subject to a 4 month and one day hold period.
The Option Agreement and Acquisition Agreement are each 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 is a "related party" (for purposes of MI 61-101) of the Corporation by virtue of holding beneficial ownership over more than 10% of the outstanding common shares of the Corporation, on a partially diluted basis. Osisko 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 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 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(b) of 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.
Stock Option Plan
Vior announces that it has amended its stock option plan (the "Stock Option Plan"). The amendment increases the maximum number of shares issuable upon exercise of the options granted to directors, officers, key employees and consultants of Vior pursuant to the Stock Option Plan from 5,775,900 to 9,184,000. Such number represents less than 10% of the total number of shares issued and outstanding. This amendment is subject to TSXV approval.
Vior is a hybrid junior mining exploration company based in Quebec, whose corporate strategy is to generate, explore and develop high-quality projects in proven and favourable mining jurisdictions in North America. Through the years, Vior's management and technical teams have demonstrated their ability to discover several gold deposits and many high-quality mineral prospects (see Vior's corporate presentation HERE).
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President and CEO
Neither the TSX Venture Exchange nor its regulation services provider (as defined in the Policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements. All statements, other than of historical facts, that address activities, events or developments that the Corporation believes, expects or anticipates will or may occur in the future including, without limitation, the ability of the Corporation to continue with the exploration program on the Blondeau-Guillet Property and the future issuance of Shares (or cash payment in lieu thereof) under the Option Agreement are forward-looking statements. Forward-looking statements are generally identifiable by use of the words "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "to earn", "to have', "plan" or "project" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Corporation's ability to control or predict, that may cause the actual results of the Corporation to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, failure to meet expected, estimated or planned exploration expenditures, the possibility that future exploration results will not be consistent with the Corporation's expectations, general business and economic conditions, changes in world gold markets, sufficient labour and equipment being available, changes in laws and permitting requirements, unanticipated weather changes, title disputes and claims, environmental risks, as well as those risks identified in the Corporation's annual Management's Discussion and Analysis. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described and accordingly, readers should not place undue reliance on forward-looking statements. Although the Corporation has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Corporation does not intend, and does not assume any obligation, to update these forward-looking statements except as otherwise required by applicable law.
SOURCE: Vior, Inc.
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