Vancouver, B.C., Canada – July 7, 2026. Viridian Metals Inc. (CSE: VRDN) (“Viridian” or the “Company”) is pleased to announce the voting results from its annual general and special meeting of shareholders held on June 22, 2026 (the “Meeting”), and the closing of its previously announced non-brokered private placement of flow-through units (the “Private Placement”) with a fund managed by Accilent Capital Management Inc. (“Accilent”), for aggregate gross proceeds of $750,009.
Annual General and Special Meeting Results
A total of 11,417,272 common shares of the Company were voted at the Meeting, all by proxy. The Chairperson confirmed that a quorum was present and that the Meeting was properly constituted for the transaction of business. Shareholders approved all matters put before the Meeting, as follows:
- The number of directors of the Company was fixed at five (5), and Lee Bowles, Sebastien Charles, Stacie Clark (known as Stacie Jones), Alan Grujic and Tyrell Sutherland were each re elected as directors of the Company to hold office until the next annual meeting of shareholders.
- McGovern Hurley LLP was re-appointed as auditors of the Company for the ensuing year, and the directors were authorized to fix their remuneration.
- The creation of Accilent as a new “Control Person” of the Company, as such term is defined in the policies of the Canadian Securities Exchange (the “CSE”), resulting from the Private Placement, was approved by the disinterested shareholders of the Company. In accordance with the policies of the CSE, 10,418,827 shares were excluded from voting on this resolution as a result of Accilent’s interest in the outcome, and the resolution was unanimously approved by the holders of the remaining 998,445 shares represented at the Meeting.
Closing of Private Placement
Further to its news release dated May 14, 2026, the Company is pleased to announce that, following receipt of all required approvals – including the approval of disinterested shareholders at the Meeting described above – it has closed the Private Placement effective July 6, 2026.
“We are pleased to have completed this financing and to welcome Pavilion’s increased support of Viridian,” said Tyrell Sutherland, President and Chief Executive Officer of Viridian. “This capital allows us to continue advancing our copper-focused exploration program in Labrador, and we thank our shareholders for their support at the Meeting.”
Under the Private Placement, the Company issued 1,442,325 flow-through units of the Company (the “Units”) at a price of $0.52 per Unit, for aggregate gross proceeds to the Company of $750,009. Each Unit is 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”), with each Warrant entitling 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 Company has therefore issued 1,442,325 FT Shares and 721,162 Warrants.
The Units were subscribed for by Pavilion Flow-Through L.P. (2026) 1 (the “Investor”), a fund managed by Accilent. 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, which the Company will renounce to the Investor with an effective date on or before December 31, 2026.
All securities issued under the Private Placement are subject to a statutory hold period expiring four months and one day from the date of issuance, in accordance with applicable Canadian securities laws.
On closing of the Private Placement, Accilent has direct or indirect control and direction over 11,861,152 common shares of the Company, representing approximately 21.33% of the Company’s issued and outstanding common shares on a non-diluted basis, and approximately 31.89% on a partially diluted basis assuming the exercise of 8,471,645 common share purchase warrants of the Company held by or under the control and direction of Accilent. As a result, Accilent has become a Control Person of the Company.
In connection with the closing of the Private Placement Viridian paid finder’s fees of $52,500 in cash and issued 100,963 share purchase warrants with equivalent terms to the Warrants.
Related Party Transaction and MI 61-101 Disclosure
As Accilent is an insider of the Company and, upon closing, became a Control Person of the Company, the Investor’s participation in the Private Placement 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 available under sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, on the basis that: (i) neither the Company nor its securities are listed or quoted on any of the stock exchanges specified in section 5.5(a) of MI 61-101 (the Company’s common shares are listed only on the CSE); and (ii) neither the fair market value of the Units issued to the Investor, nor the fair market value of the consideration paid by the Investor exceeded 25% of the Company’s market capitalization, as determined in accordance with MI 61-101.
Notwithstanding the availability of these exemptions, and in accordance with the policies of the CSE, the Company sought and obtained the approval of disinterested shareholders for the creation of Accilent as a new Control Person at the Meeting, with shares held or controlled by Accilent excluded from voting on that resolution, as described above.
The Company did not file a material change report in respect of the related party transaction at least 21 days prior to the closing of the Private Placement, as the material terms of Accilent’s participation in the Private Placement were first disclosed in the Company’s news release dated May 14, 2026, and the Company deemed it reasonable in the circumstances to first ensure the close of the Private Placement promptly following receipt of the required shareholder approvals.
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.
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.
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 use of proceeds of the Private Placement; the renunciation of qualifying expenditures to subscribers; the eligibility of subscribers to claim the Critical Mineral Exploration Tax Credit; the Company’s reliance on exemptions under MI 61-101; 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: 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.