Vior Provides an Update on Recent Property Transactions with Osisko Mining Inc.
MONTREAL, CANADA, November 14, 2022 – VIOR INC. (“Vior” or the “Corporation”), (TSX- V: VIO, OTC: VIORF and 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.