Toronto, Ontario--(Newsfile Corp. - June 11, 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 that, together with Viridian Metals Ireland Limited ("Viridian"), they have closed on June 5, 2026, previously announced non-brokered private placements (the "Concurrent Financings") for aggregate gross proceeds of C$3,000,000 through the issuance of 12,000,000 subscription receipts (the "Subscription Receipts") at a price of $0.25 per Subscription Receipt, with Chablis issuing 1,763,000 Subscription Receipts (the "Chablis Subscription Receipts") for gross proceeds of C$440,750 and Viridian issuing 10,237,000 Subscription Receipts (the "Viridian Subscription Receipts") for gross proceeds of C$2,559,250.
The Concurrent Financings are being conducted in connection with Chablis' proposed acquisition (the "Qualifying Transaction") of all of the issued and outstanding shares of Viridian. The Qualifying Transaction will constitute Chablis' "Qualifying Transaction" under Exchange Policy 2.4 - Capital Pool Companies. For further information related to the terms and conditions of the Qualifying Transaction, please refer to the Company's news releases dated April 1, 2026, and June 4, 2026.
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 automatically convert into one common share of Chablis (a "Chablis Share") and one-half of one common share purchase warrants of Chablis (a "Chablis Warrant"), for no further consideration and without any further action by the holders thereof, 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"). Furthermore, each Viridian Subscription Receipt will convert, immediately after satisfaction or waiver of the Escrow Release Conditions, into a contractual right (the "Conversion Right") whereby Viridian agrees to procure to the holder of the Viridian Subscription Receipts, without payment of any additional consideration, one Resulting Issuer Share and one-half of one 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 Financings are 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"), as amended. 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 Financings will be returned to the subscribers in accordance with the terms of the Subscription Receipts.
If the Escrow Release Conditions are met, the Resulting Issuer anticipates that the net proceeds will be used for exploration and development at the Tynagh Project, general working capital, and transaction expenses.
The Concurrent Financings remain subject to the receipt of all necessary approvals, including the approval of the Exchange. Upon satisfaction of the Escrow Release Conditions, the Resulting Issuer will pay: (i) a cash commission of C$1,750 and issue 7,000 compensation warrants (the "Broker Warrants") to StephenAvenue Securities Inc.; (ii) a cash commission of C$33,512.50 and issue 134,050 Broker Warrants to Leede Financial Inc.; (iii) a cash commission of C$5,775 and issue 23,100 Broker Warrants to Hampton Securities Inc.; and (iv) a cash commission of C$19,863 to Ventum Financial Corp. Each Broker Warrant shall entitle the holder to acquire one Resulting Issuer Share at a price of $0.40 for a period of two years from the date of issuance, upon satisfaction of the Escrow Release Conditions.
The Chablis Subscription Receipts and the Viridian Subscription Receipts issued under the Concurrent Financings, 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.
Insiders of the Company purchased an aggregate of 200,000 Subscription Receipts under the Concurrent Financings, constituting, to that extent, a "related party transaction" within the meaning of TSXV Policy 5.9 - Protection of Minority Security Holders in Special Transactions ("Policy 5.9") and Multilateral Instrument 61-101 ("MI 61-101"). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 (and Policy 5.9), as neither the fair market value of the securities distributed in the Concurrent Financings nor the consideration received for those securities, in so far as the Concurrent Financings involve the insiders, exceeds 25% of the Company's market capitalization.
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.
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 Financings and other material information as it becomes available.
For additional information concerning the Company, Viridian, the Resulting Issuer and the Qualifying Transaction, please refer to the Company's press releases dated June 4, 2026, April 1, 2026 and September 29, 2025 which are available under Chablis' SEDAR+ profile at www.sedarplus.ca and the filing statement which is 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 Financings, 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 Concurrent Financings 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 Concurrent Financings, 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 Qualifying 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/301249
Source: Chablis Capital Corp.