Vior Announces Financing with “Strategic Investment” BY Osisko Mining Inc.
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 ( “2nd Closing”) with various investors in the amount
of $1,220,000 to occur shortly thereafter. The specific details of each closing are as follows:
1st Closing
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 par t 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 O sisko as one of our Strategic Partners and a new committed
long-term shareholder. This significant investment by O sisko and its enthusiasm for our vision
and acquisitions in Quebec demonstrates Vior’s potential. Moreover, we also look forward to
some great synergies that O sisko brings, including, access to their network and their top notch
PRESS RELEASE
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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 O sisko
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.
2nd Closing
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 per iod 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.
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About Vior
Vior is a junior mining exploration company based in Quebec whose Corporate Strategy is to
generate, explore, and develop high-quality projects in proven and favourable mining jurisdictions
in North America. Through the years, Vior’s management and technical team have demonstrated
their ability to discover several gold deposits and many high-quality mineral prospects.
For further information, please contact:
Mark Fedosiewich Laurent Eustache
President and CEO VP Corporate Developement
Tel.: 613-898-5052 Tel.: 514-442-7707
[email protected] [email protected]
Website: www.vior.ca
SEDAR: Vior Inc.
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the
Policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward -looking information" within the meaning of the applicable Canadian
securities legislation that is based on expectations, estimates, projections and interpretations as at the date
of this news release. The information in this news release about the closing of the Offering (if at all); the
demand for Units (if any); the use of proceeds of the Offering; the approval of the TSX Venture Exchange
relating to the Offering; and any other information herein that is not a historical fact may be "forward-looking
information". Any statement that involves discussions with respect to predictions, expectations,
interpretations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but
not always using phrases such as "expects", or "does not expect", "is expected", "interpreted",
"management's view", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts",
"estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions,
events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking information and are intended to identify forward -
looking information. This forward -looking information is based on reasonable assumptions and estimates
of management of the C orporation at the time such assumptions and estimates were made, and involves
known and unknown risks, uncertainties and other factors which may cause the actual results, performance
or achievements of Vior to be materially different from any future results, performance or achievements
expressed or implied by such forw ard-looking information. Such factors include, but are not limited to, the
Corporation’s ability to obtain all approvals required in connection with the Offering and successfully
complete the Offering, the Corporation’s ability to predict or counteract pot ential impact of COVID -19
coronavirus on factors relevant to the Corporation’s business, failure to identify mineral resources and
failure to convert such estimated mineral resources to reserves, capital and operating costs varying
significantly from estimates; delays in obtaining or failures to obtain required governmental, environmental
or other project approvals; uncertainties relating to the availability and costs of financing needed in the
future; changes in equity markets; inflation; fluctuations in commodity prices; delays in the development of
projects; the other risks involved in the mineral exploration and development industry; and those risks set
out in the Corporation's public documents filed on SEDAR (www.sedar.com) under Vior’s issuer profile.
Although the Corporation believes that the assumptions and factors used in preparing the forward -looking
information in this news release are reasonable, undue reliance should not be placed on such information,
which only applies as of the date of this news release, and no assurance can be given that such events will
occur in the disclosed time frames or at all. The Corporation disclaims any intention or obligation to update
or revise any forward -looking information, whether as a result of new information, future events or
otherwise, other than as required by law.