Star Metro - Viridian Metals Announces Private Placement of up to $5.0 Million of Flow-Through and Hard Dollar Units

Each FT Unit will be comprised of one common share of the Company that will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") and one-half of one common share purchase warrant (each whole warrant, an "FT Warrant"). Each FT Warrant will entitle the holder to acquire one common share of the Company (which will not be a flow-through share) at an exercise price of $1.25 per share for a period of 24 months from the date of issuance.

Each HD Unit will be comprised of one common share of the Company and one-half of one common share purchase warrant (each whole warrant, an "HD Warrant" and, together with the FT Warrants, the "Warrants"). Each HD Warrant will entitle the holder to acquire one common share of the Company at an exercise price of $1.05 per share for a period of 24 months from the date of issuance.

The expiry date of the Warrants is subject to acceleration. If, at any time after the closing of the Private Placement, the volume weighted average trading price of the Company's common shares on the CSE over any period of 21 consecutive trading days exceeds $1.50, in the case of the FT Warrants, or $1.85, in the case of the HD Warrants, the Company may accelerate the expiry date of the applicable Warrants by issuing a news release announcing the acceleration, in which case such Warrants will expire on the 30th day after the date of such news release.

"Our 2026 drilling has indicated the potential scale of Kraken. This financing is intended to fund the drilling we believe is required to support a maiden mineral resource estimate in 2027, which would be an important step toward future economic studies," said Tyrell Sutherland, President and Chief Executive Officer of Viridian.

"We expect to continue reporting drill results through the end of the year, followed by an update to the Exploration Target in January. Over the coming months, we intend to evaluate whether a Preliminary Economic Assessment could be advanced alongside the maiden resource estimate. We believe the scale and near-surface geometry of the mineralization at Kraken are its key attributes, and a PEA would be the first opportunity to assess their potential economic significance."

The gross proceeds from the sale of FT Units will be used to incur eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" (as both terms are defined in the Tax Act) on the Company's Kraken and/or Sedna projects in Labrador. The Company will renounce such expenditures to the subscribers of FT Units with an effective date no later than December 31, 2026. The net proceeds from the sale of HD Units are expected to be used for general corporate and working capital purposes.

The offering prices of the Units were established in accordance with the policies of the CSE. The Units will be offered pursuant to available exemptions from the prospectus requirements under applicable Canadian securities laws, and the FT Units will be offered only to purchasers resident in Canada. The Private Placement may close in one or more tranches.

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 securities issued under the Private Placement will also be subject to an Exchange Hold imposed in accordance with section 6.1(4) of CSE Policy 6 - Distributions & Corporate Finance. 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.

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: [email protected]

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 its anticipated size (and any increase thereto), the allocation between FT Units and HD Units, pricing, the closing of the Private Placement in one or more tranches and the timing thereof, and the use of proceeds; the terms of the Warrants, including the potential acceleration of their expiry date; the qualification of the common shares comprised in the FT Units as "flow-through shares", the incurrence of eligible expenditures, their qualification as "Canadian exploration expenses" and "flow-through critical mineral mining expenditures", and the renunciation of such expenditures and the timing thereof; the receipt of the acceptance of the CSE in respect of the Private Placement; the payment of finder's fees; the application of hold periods and other resale restrictions to the securities issued under the Private Placement; the potential scale of the Kraken project; the Company's planned 2027 drilling program and the completion of a maiden mineral resource estimate on the Kraken project in 2027; the timing of the reporting of further drill results and of an updated Exploration Target; the potential completion of a Preliminary Economic Assessment and the timing thereof; the potential economic significance of the scale and near-surface geometry of the mineralization at Kraken; 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 satisfy the closing conditions of the Private Placement, or to complete the Private Placement on the anticipated terms, size or timing, or at all; the failure to obtain the acceptance of the CSE; the expiry of any price protection in respect of the Private Placement prior to closing; the inability of the Company to incur eligible expenditures in the required amounts or within the required time periods, or such expenditures not qualifying as "Canadian exploration expenses" or "flow-through critical mineral mining expenditures"; the reduction of renounced amounts by the Canada Revenue Agency; changes in tax laws; the Private Placement not being completed in full, or the cost of the Company's planned 2027 exploration programs exceeding current estimates; drill results not supporting the estimation of a mineral resource or an updated Exploration Target; delays in completing, or the inability to complete, a mineral resource estimate or a Preliminary Economic Assessment; a Preliminary Economic Assessment, if completed, not demonstrating favourable project economics; the inability to raise sufficient capital to fund the Company's planned exploration and corporate programs; risks inherent in mineral exploration, including that exploration results may not meet expectations; 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.

SOURCE: Viridian Metals Inc.

View the original press release on ACCESS Newswire

M.Anderson--SMC