Vior Announces Results of its Special Meeting of Shareholders
Vior Announces Results of its Special Meeting of Shareholders
MONTREAL, CANADA, June 11, 2024 – VIOR INC. (“Vior” or the “Corporation”) (TSXV: VIO; OTC: VIORF
and FRANKFURT: VL51) is pleased to announce the voting results of its Special Meeting of Shareholders
(the “Special Meeting”) held in Montreal, QC, at 11:00 am EDT on June 7, 2024.
Control Person
At the Special Meeting, the disinterested shareholders of the Corporation approved Osisko Mining Inc.
(“Osisko Mining ”) as a new “Control Person ” (as defined in the Corporate Finance Policy of the TSX
Venture Exchange (the “Exchange”)) by 99.98% of the votes cast by the disinterested shareholders of the
Corporation present or represented by proxy at the Special Meeting, excluding the common shares of the
Corporation (the “Shares”) held by Osisko Mining and its associates and affiliates , as required by the
Exchange policies.
Transactions with Osisko Mining
Furthermore, at the Special Meeting , the minority shareholders of the Corporation approved (i) the
acquisition of the 19,840,000 Subscription Receipts (the “Subscription Receipts”) at an issue price of
$0.125 per Subscription Receipt by Osisko Mining, together with the execution by the Corporation of the
previously announced amended Investor Rights Agreement with Osisko Mining, and (ii) the execution by
the Corporation of the previously announced Royalty Option Agreement with Osisko Mining, by 99.97%
and 99.97%, respectively, of the votes cast by the minority shareholders of the Corporation present or
represented by proxy at the Special Meeting, excluding the Shares held by Osisko Mining and its related
parties or joint actors, as required by Regulation 61-101 respecting Protection of Minority Security Holders
in Special Transactions.
Mark Fedosiewich, President and CEO of Vior, stated, “We are proud to announce the results of this
Special Meeting and the continued support of our shareholders. These results signal another milestone
towards fulfilling our ambitious strategic goals at our flagship Belleterre Gold Project in Québec. We are
confident that we will execute the amended Investor Rights Agreement and the Royalty Option
Agreement in the coming days , and t hat parties will satisfy the required conditions to ensure the
conversion of the Subscription Receipts.”
Subscription Receipts
The Subscription Receipts are convertible securities created and issued pursuant to a Subscription Receipt
Certificate and an Escrow Agreement, both dated March 28, 2024, with each Subscription Receipt entitling
the holder to receive one unit of the Corporation (a “ Unit”) upon the satisfaction of the Escrow Release
Conditions (as defined herein) before the Escrow Release Deadline (as defined herein), without any action
or payment on the part of Osisko Mining. Each Unit is comprised of one Common Share and one-half of
one Share Purchase Warrant of the Corporation (each whole warrant, a “Warrant”). Each Warrant entitles
the holder thereof to purchase one Common Share at an exercise price of $0.21 per Share for a period of
24 months following March 28, 2024.
The gross proceeds from the sale of the Subscription Receipts (the “Escrowed Funds”) have been placed
into escrow and will only be released to the Corporation upon the satisfaction of certain Escrow Release
Conditions (the “Escrow Release Conditions”), including the required shareholder approvals at the Special
Meeting. If the Escrow Release Conditions are not satisfied on or before June 30, 2024 (the “Escrow
Release Deadline”), then the Escrowed Funds, together with accrued interest earned thereon (if any), will
be returned to Osisko Mining, and the Subscription Receipts will be cancelled.
About VIOR
Vior is a junior mineral exploration corporation based in the province of Québec, Canada, whose
corporate strategy is to generate, explore, and develop high-quality mineral projects in the proven and
favourable mining jurisdiction of Québec. Through the years, Vior’s management and technical teams
have demonstrated their ability to discover several gold deposits and many high -quality mineral
prospects.
Vior is rapidly advancing its flagship Belleterre Gold Project with the strategic support of Osisko Mining
Inc. The Belleterre Gold Project is an exciting district -scale property that includes Québec’s past-
producing high-grade Belleterre gold mine. Vior has conducted extensive exploration at the Belleterre
property and is finalizing plans for a +60,000m drill program. Vior is also actively developing its promising
Skyfall Project in partnership with SOQUEM Inc., as well as several other properties with mul ti-mineral
potential.
For More Information, Please Contact:
Mark Fedosiewich
President and CEO
613-898-5052
Laurent Eustache
Executive Vice-President
514-442-7707
Neither the Exchange nor its Regulations Services Provider (as that term is defined in the policies of the
Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
The information contained herein contains “forward-looking statements” within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and “forward -looking information” within the
meaning of applicable Canadian securities legislation. “Forward-looking information” includes, but is not
limited to, statements with respect to the activities, events or developments that the Corporation expects
or anticipates will or may occur in the future, including, without limitation, statements with respect to, the
receipt of the required Exchange approvals for the creation of a Control Person (as defined in the Corporate
Finance Policy of the Exchange ) and the execution of the royalty option agreement with Osisko Mining ;
the satisfaction of the Escrow Release Conditions before the Escrow Release Deadline. Generally, but not
always, forward-looking information and statements can be identified by the use of words such as “plans”,
“expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts” , “intends”, “anticipates”, or
“believes” or the negative connotation thereof or variations of such words and phrases or state that certain
actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or
the negative connotation thereof.
Such forward-looking information and statements are based on numerous assumptions, including among
others, that the results of planned exploration activities are as anticipated, the price of gold, the
anticipated cost of planned exploration activities, that general business and economic conditions will not
change in a material adverse manner, that financing will be available if and when needed and on
reasonable terms, that third party contractors, equipment and supplies and governmental and other
approvals required to conduct the Corporation’s planned exploration activities will be available on
reasonable terms and in a timely manner. Although the assumptions made by the Corporation in providing
forward-looking information or making forward -looking statements are considered reasonable by
management at the time, there can be no assurance that such assumptions will prove to be accurate.
Forward-looking information and statements also involve known and unknown risks and uncertainties and
other factors, which may cause actual events or results in future periods to differ materially from any
projections of future events or results expressed or implied by such forward -looking information or
statements, including, among others: negative operating cash flow and dependence on third party
financing, uncertainty of additional financing, no known mineral reserves, the limited operating history of
the Corporation, the influence of a large shareholder, aboriginal title and consultation issues, reliance on
key management and other personnel, actual results of exploration activities being different than
anticipated, changes in exploration programs based upon results, availability of third party contractors,
availability of equipment and supplies, failure of equipment to operate as anticipated; accidents, effects
of weather and other natural phenomena and other risks associated with the mineral exploration industry,
environmental risks, changes in laws and regulations, community relations and delays in obtaining
governmental or other approvals and the risk factors with respect to the Corporation set out in the
Corporation’s filings with the Canadian securities regulators and available under the Corporation’s profile
on SEDAR+ at www.sedarplus.ca.
Although the Corporation has attempted to identify important factors that could cause actual results to
differ materially from those contained in the forward -looking information or implied by forward -looking
information, there may be other factors that cause results not to be as anticipated, estimated or intended.
There can be no assurance that forward-looking information and statements will prove to be accurate, as
actual results and future events could differ materially from those anticipated, estimated o r intended.
Accordingly, readers should not place undue reliance on forward -looking statements or information. The
Corporation undertakes no obligation to update or reissue forward-looking information as a result of new
information or events except as required by applicable securities laws.