Vior Announces Financing With Strategic Investment By Osisko Mining Inc.
MONTREAL, CANADA, March 17, 2021 – VIOR INC. (“Vior” or the “Corporation”), (TSX-V: VIO, FRANKFURT: VL51) – is pleased to announce a non-brokered private placement of units of the Corporation (“Units”) at a price of $0.20 per Unit for total gross proceeds of up to $2,100,000 (the “Offering”) including a strategic investment from Osisko Mining Inc. (“Osisko”) in the amount of $880,000. Each Unit will consist of one common share in the capital of Vior (a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant a “Warrant”). Each Warrant will entitle the holder to acquire one additional Common Share at an exercise price of $0.30 per Common Share for a period of 24 months from the closing date. The Offering will be conducted in two separate tranches, with a first closing (“1st Closing”) consisting of the strategic investment by Osisko and a second closing (“2ndClosing”) with various investors in the amount of $1,220,000 to occur shortly thereafter. The specific details of each closing are as follows:
In conjunction with the Offering, Vior has entered into an agreement with Osisko, pursuant to which it has agreed to invest in Vior by subscribing for 4,400,000 Units for total gross proceeds of $880,000 (the “Osisko Investment”). The Warrants forming part of the Units purchased by Osisko shall be subject to an accelerated expiry date clause whereby, at any time following the expiry of the four-months and one (1) day hold period, should the trading price of the Common Shares on the TSX Venture Exchange (the “TSX-V”) be equal to or exceed $0.30 for ten (10) consecutive trading days, as evidenced by the price at the close of the market, then Vior shall be entitled to notify Osisko of its intention to force the exercise of the Warrants within a period of 30 days following the receipt of such notice by Osisko. Immediately following the closing of the Osisko Investment, it is expected that Osisko will hold approximately 6.6% of the issued and outstanding Common Shares (and 9.9% on a partially diluted basis, presuming the exercise of all Warrants held by Osisko).
“We are extremely excited by this major announcement. This Strategic Investment by Osisko, so early in our growth strategy, is a significant endorsement and validaton of our team’s ability to execute in building a high quality exploration portfolio for the next phase of our growth and value creation strategy. The overall Offering proceeds will provide Vior with the initial funds required to develop and advance our exploration work in Quebec, including the Belleterre, Skyfall, Mirabelli and Ligneris projects.” commented Vior’s President and CEO, Mark Fedosiewich.
“We are delighted to welcome Osisko as one of our Strategic Partners and a new committed long-term shareholder. This significant investment by Osisko and its enthusiasm for our vision and acquisitions in Quebec demonstrates Vior’s potential. Moreover, we also look forward to some great synergies that Osisko brings, including, access to their network and their top notch operational expertise, as several of Vior’s exploration programs move forward.” Commented Vior’s VP Corporate Development, Laurent Eustache.
The Offering is expected to close on or about March 26, 2021 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the acceptance by the TSX-V.
In connection with the Osisko Investment, the parties will enter into an Investor Rights Agreement (the “Agreement”) pursuant to which Osisko will be granted certain rights for as long as Osisko holds Common Shares equal to at least 5% of the issued and outstanding Common Shares of the Corporation (on a non-diluted basis), as follows:
- The right of Osisko to participate in any future equity financings to be conducted by Vior as to allow Osisko to maintain its equity interest at such time in the capital of Vior, subject to a maximum equity interest of 19.9%.
- A right of first refusal on the purchase of the Skyfall and Ligneris projects for a period of 24 months following the closing of the Osisko Investment, subject to pre-existing third party rights on such projects.
- Commencing from the second anniversary following the closing of the Osisko Investment and continuing for as long as Osisko maintains a minimum of 5% equity interest in Vior, it will be entitled to designate one (1) Osisko nominee for appointement to the Vior Board of Directors.
Furthermore, following the closing of the Osisko Investment, Vior will form a technical advisory committee (the “Committee”) relating to the advancement of exploration on the Skyfall and Ligneris projects. The Committee will be comprised of at least two (2) individuals appointed by Osisko and its role is to be consultative only.
Vior will use the net proceeds from the Osisko Investment to, notably, fund exploration work in Quebec, including on the Ligneris and Skyfall projects, subject to pre-existing third party rights on such projects, as well as for working capital and general corporate purposes.
Subsequent to the closing of the Osisko Investment, Vior plans to proceed with the 2nd Closing of up to 6,100,000 Units for total gross proceeds of $1,220,000. The Warrants forming part of the Units in the 2nd closing shall be subject to an accelerated expiry date clause whereby, at any time following the expiry of the four-months and one (1) day hold period, should the trading price of the Common Shares on the TSX-V be equal to or exceed $0.45 for ten (10) consecutive trading days, as evidenced by the price at the close of the market, then Vior shall be entitled to notify each Warrant holder of its intention to force the exercise of the Warrants within a period of 30 days following the receipt of such notice by such Warrant holder.
Osisko has advised Vior that it intends to exercise its equity participation right under the Agreement and to participate in the 2nd Closing in order to maintain its then current equity interest in Vior.
Vior intends to use the net proceeds from this 2nd Closing to fund exploration work in Quebec, as well as for working capital and general corporate purposes.