Viridian Metals Announces Flow-Through Private Placement, Warrant Extension and Date of Annual General and Special Meeting
OTTAWA, May 14, 2026 (GLOBE NEWSWIRE) -- Viridian Metals Inc. (CSE: VRDN) (“Viridian” or the “Company”) is pleased to announce that it has entered into a binding subscription agreement with Pavilion Flow- Through L.P. (2026) 1 (the “Investor”) in respect of a non-brokered private placement (the “Private Placement”) of flow-through units of the Company (the “Units”) at a price of $0.52 per Unit for aggregate gross proceeds to the Company of $750,000. The subscription price per Unit represents a premium of approximately 60% to the closing price of the Company 's common shares on the CSE on May 13, 2026.
Each Unit will be comprised of one common share of the Company issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (a “FT Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to acquire one common share of the Company at an exercise price of $0.65 per share for a period of 24 months from the date of issuance.
“The decision by an existing shareholder to increase its position at a significant premium to our recent market price we believe reflects a strong conviction in the Company 's exploration thesis, "said Tyrell Sutherland, President and Chief Executive Officer of Viridian. "The financing provides Viridian with the capital to continue advancing its high potential copper-focused exploration in Labrador, and we look forward to outlining an expanded 2026 program in the near term. "
The gross proceeds raised from the issuance of the Units will be used by the Company to incur eligible Canadian exploration expenses that qualify as “flow-through critical mineral mining expenditures” within the meaning of the Income Tax Act (Canada) on the Company’s projects in Labrador. The Company will renounce such expenditures to subscribers of the Units with an effective date on or before December 31, 2026.
The Investor is a fund managed by Accilent Capital Management Inc. (“Accilent”). On closing of the Private Placement, Accilent will have direct or indirect control and direction over 11,561,135 common shares of the Company (including the common shares forming part of the Units to be acquired by the Investor under the Private Placement), representing approximately 20.84% of the Company’s issued and outstanding common shares on a non-diluted basis, and approximately 31.13% on a partially diluted basis, assuming the exercise of 8,461,138 common share purchase warrants of the Company held or to be held by Accilent (including the Warrants forming part of the Units to be acquired by the Investor under the Private Placement).
As a result of the holdings over which Accilent will have direct or indirect control and direction following closing of the Private Placement, Accilent will become a new “Control Person” of the Company, as such term is defined in the policies of the Canadian Securities Exchange (the “CSE” or the “Exchange”). Pursuant to the policies of the CSE, the creation of a new Control Person is subject to (i) the acceptance of the Exchange, and (ii) the approval of the shareholders of the Company.
The Company intends to seek shareholder approval for the creation of the new Control Person at its Annual General and Special Meeting to be held on June 22, 2026, as further described below. Closing of the Private Placement is conditional upon receipt of all required approvals, including the acceptance of the Exchange and the approval of the shareholders of the Company in respect of the creation of the new Control Person. The Private Placement is expected to close as soon as practicable following receipt of such approvals.
All securities issued pursuant to the Private Placement will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws. The Company may pay finder’s fees in cash and securities to arm’s length finders engaged in connection with the Private Placement, in accordance with the policies of the CSE.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Warrant Extension
The Company also announces that, subject to the acceptance of the CSE, it intends to extend the expiry date of an aggregate of 2,222,000 outstanding common share purchase warrants of the Company (the “Extended Warrants”) by one year, such that the Extended Warrants, which were scheduled to expire on May 23, 2026, will now have an expiry date of May 23, 2027 (the “Warrant Amendment”).
Each Extended Warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.45 per common share. The exercise price of the Extended Warrants will remain unchanged. All other terms and conditions of the Extended Warrants will remain unchanged, save and except for the extended expiry date.
The Warrant Amendment is subject to acceptance of the CSE. The Company has applied to the CSE for an exemption, and such exemption has been granted, from the requirements of Section 6.7 of CSE Policy 6 that (i) no warrants have been exercised in the six months preceding the amendment, and (ii) not less than 10 trading days remain prior to the original expiry date of the warrants being amended, to permit the Company to complete the Warrant Amendment.
The Company is proposing to undertake the Warrant Amendment in order to provide holders of the Extended Warrants with an additional opportunity to exercise the Extended Warrants and participate in the ownership of the Company, and to provide the Company with an additional opportunity to receive the proceeds of any exercises of the Extended Warrants.
Insiders of the Company, including Accilent and Alan Grujic, a director of the Company, beneficially own or exercise control or direction over all of the Extended Warrants, with Accilent having indirect control and direction over 1,250,000 of the Extended Warrants and Mr. Grujic having indirect ownership over 972,000 of the Extended Warrants. Accordingly, the Warrant Amendment constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the subject matter of, and the fair market value of the consideration for, the Warrant Amendment, insofar as it involves related parties of the Company, does not exceed 25% of the market capitalization of the Company (as determined in accordance with MI 61-101). The Warrant Amendment was approved by the directors of the Company, with any directors holding Extended Warrants having declared their interest and abstained from voting on the resolution. The Company did not file a material change report at least 21 days before the expected effective date of the Warrant Amendment because the Company determined that it was necessary and desirable to proceed with the Warrant Amendment on an expedited basis prior to the original expiry date of the Extended Warrants.
Annual General and Special Meeting
The Company is further pleased to announce that it intends to hold an Annual General and Special Meeting of its shareholders (the “Meeting”), to be held in person only, at the offices of the Company’s counsel at 2000 – 1111 West Georgia Street, Vancouver, British Columbia, V6E 4G2, at 11:00 a.m. (Vancouver time) on June 22, 2026.
The Notice of Meeting, Management Information Circular, Financial Statements Request Form, Form of Proxy and Voting Instruction Form (collectively, the “Materials”) in respect of the Meeting will be mailed to shareholders and posted under the Company’s profile on SEDAR+ at www.sedarplus.ca not later than June 1, 2026. The Materials will also be posted on the Company’s website at www.viridianmetals.com under the “Investors” tab.
Shareholders of record as of May 15, 2026 are entitled to receive notice of, and to vote at, the Meeting. The Company encourages its shareholders to vote in advance of the Meeting using the instructions on the Voting Instruction Form or the Form of Proxy mailed to them with the Materials. Shareholders are reminded that proxies must be received not later than 11:00 a.m. (Vancouver time) on June 18, 2026.
In addition to the matters of business customarily addressed at an annual general meeting, the Company will ask its shareholders to approve the creation of a new Control Person resulting from the Private Placement, as described above and as further described in the Materials.
About Viridian Metals
Viridian Metals is a pioneer and leader in generative metal exploration with a focus on environmental responsibility and ethical practices. Founded with the intention of discovering new critical metals deposits with the potential to transform the metal supply chain. We leverage innovative technologies and methods to enhance efficiency and sustainability in jurisdictions eager to be leaders in supplying the energy transition. Viridian maintains expertise in a range of critical metals with a primary focus on copper, nickel and cobalt in the near term. Our commitment to integrity and transparency fosters strong partnerships with both local and global stakeholders.
Additional information is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.viridianmetals.com.
For further information, please contact:
Viridian Metals Inc.
Tyrell Sutherland, Chief Executive Officer
Telephone: (613) 884-8332
Email: Info@viridianmetals.com
Not for distribution to U.S. news wire services or for dissemination in the United States
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
This news release contains statements which constitute “forward-looking information” within the meaning of applicable Canadian securities laws, including, without limitation, statements regarding: the completion of the Private Placement, including the anticipated size, pricing and use of proceeds thereof; the receipt of all required regulatory and shareholder approvals, including the acceptance of the CSE and the approval of the shareholders of the Company in respect of the creation of the new Control Person; the renunciation of qualifying expenditures to subscribers; the eligibility of subscribers to claim the Critical Mineral Exploration Tax Credit; the completion of the Warrant Amendment, including the acceptance of the CSE and the granting of the requested exemption under CSE Policy 6; the timing, location, conduct and matters of business of the Meeting; and the Company’s business plans and exploration activities.
Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “believes”, or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information is based on the opinions, estimates and assumptions of management as of the date such statements are made. While the Company considers these assumptions to be reasonable based on information currently available, they may prove to be incorrect.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, but are not limited to: the failure to obtain Exchange or shareholder approval of the creation of the new Control Person, or to obtain such approval on the anticipated timing; the failure to satisfy the closing conditions of the Private Placement; the failure to obtain CSE acceptance of the Warrant Amendment (including the requested exemption under CSE Policy 6); the inability to incur eligible Canadian exploration expenses qualifying as flow-through critical mineral mining expenditures within the prescribed timeframe; changes in applicable tax legislation; changes in capital markets and general economic conditions; and the other risk factors disclosed in the Company’s public filings under its profile on SEDAR+ at www.sedarplus.ca. Forward-looking information contained in this news release is made as of the date of this news release and, other than as required by law, the Company disclaims any obligation to update any forward-looking information, whether as a result of new information, future events or otherwise. Readers should not place undue reliance on forward-looking information.
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