Vior issues shares to Osisko Mining for Blondeau-Guillet option

VIOR announced the issuance of 535,714 Vior common shares to Osisko Mining, to satisfy the second anniversary payment obligation pursuant to the Option Agreement signed on August 24, 2021, and amended as of August 24, 2022, for the Blondeau-Guillet gold property in the Abitibi-Temiscamingue region of Quebec. The share issuance was approved by the TSX Venture Exchange and is subject to a 4 month and one day hold period. 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 and Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSXV, as Osisko is a “related party” of the Corporation by virtue of holding beneficial ownership over more than 10% of the outstanding common shares of the Corporation. 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 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. Immediately following the share issuance, Osisko will own approximately 14.09% of the issued and outstanding common shares of Vior on an undiluted basis, and approximately 14.89% on a partially diluted basis, presuming the exercise of all outstanding warrants held by Osisko.