Chablis Capital Corp. Announces Closing of Qualifying Transaction and Early Warning Disclosure
Newsfile
June 19, 2026 7:30PM GMT
Toronto, Ontario--(Newsfile Corp. - June 19, 2026) - Chablis Capital Corp. (TSXV: CCZ.P) ("Chablis", the "Company"), a capital pool company, is pleased to announce the completion of its previously announced qualifying transaction (the "Transaction") with Viridian Metals Ireland Limited ("Viridian"), a privately held company incorporated under the laws of the Ireland, pursuant to which Chablis acquired all of the issued and outstanding ordinary shares of Viridian. The Transaction constitutes the qualifying transaction of Chablis (the "Qualifying Transaction") under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "Exchange" or "TSXV"). Upon completion of the Qualifying Transaction, Chablis has changed its name to "NorthMin Corporation" (the "Resulting Issuer").
The Transaction was completed pursuant to a share exchange agreement dated March 31, 2026 between Chablis and Viridian (the "Definitive Agreement"). Under the Definitive Agreement, Chablis acquired from the shareholders of Viridian (the "Viridian Shareholders") all of the issued and outstanding ordinary shares of Viridian, in exchange for the issuance of an aggregate of 34,000,000 common shares of the Resulting Issuer to the Viridian Shareholders at a deemed price of $0.25 per Resulting Issuer share (the "Share Exchange"). In connection with the Transaction, the Resulting Issuer issued an aggregate of 1,700,000 advisory common shares in the capital of the Resulting Issuer to certain arm's length advisors, being Ansacha Capital and Minerax UG (the "Advisors").
Prior to the Share Exchange, Chablis and Viridian completed their previously-announced non-brokered private placements (the "Concurrent Financings") of an aggregate 12,000,000 subscription receipts (the "Subscription Receipts") at an issue price of C$0.25 per Subscription Receipt for aggregate gross proceeds of C$3,000,000. Concurrent with the completion of the Share Exchange, each Subscription receipt was converted into 12,0000,000 common shares in the capital of the Resulting Issuer (the "Resulting Issuer Shares") and 6,000,000 Resulting Issuer warrants (the "Resulting Issuer Warrants"). Each whole Resulting Issuer Warrant is exercisable to acquire one Resulting Issuer Share at an exercise price of C$0.40 per share for a period of two (2) years. In connection with the Concurrent Financings, finder's fees were paid consisting in the aggregate of C$91,525.50 and 286,650 finder's warrants, entitling each finder to acquire one (1) Resulting Issuer Shares at a price of $0.40 for a period of two years.
After giving effect to the Transaction, the Resulting Issuer has 52,785,000 Resulting Issuer Shares issued and outstanding on a non-diluted basis and 60,371,800 on a fully diluted basis, of which former Viridian Shareholders hold approximately 64.41% (56.32% on a fully diluted basis), former Chablis shareholders hold approximately 9.63% (8.42% on a fully diluted basis), previous subscription receipt holders hold approximately 22.73% (19.88% on a fully diluted basis) and the Advisors hold approximately 3.22% (2.82% on a fully diluted basis). The new ISIN and CUSIP of the Common Shares following are CA66661M1023 and 66661M102, respectively.
A total of 30,355,441 Resulting Issuer Shares held by Principals (as such term is defined in the policies of the Exchange) are subject to escrow under an Exchange-mandated escrow agreement, and will be released from escrow over 36 months as follows: 10% upon the closing date of the Transaction ("Closing Date"), and 15% every 6 months following the Closing Date until all escrowed shares have been released. A total of 2,114,558 Resulting Issuer Shares held by non-Principals are subject to Seed Share Resale Restrictions (as defined under the policies of the Exchange) ("SSRR") and will be released over 12 months as follows: 20% upon the Closing Date, and 20% every 3 months following the Closing Date until all shares have been released from the SSRR. For more information regarding escrow and SSRR, please see the Filing Statement. On the Listing Date (as defined herein), 500,000 Resulting Issuer Shares and 350,000 Resulting Issuer Options subject to CPC escrow requirements will be released from escrow. The remaining 1,500,000 escrowed shares and 150,000 options will be released over an 18-month period, with 25% released every six months.
Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Exchange Bulletin by the Exchange. Subject to final acceptance by the Exchange, the Company will be classified as a Tier 2 Mining Issuer pursuant to Exchange policies. The Common Shares are expected to commence trading on the Exchange under the symbol "NMB" at the opening of the markets on June 23, 2026 (the "Listing Date").
Following completion of the Qualifying Transaction, the officers and directors of the Resulting Issuer are as follows: (i) Julian Vickers (CEO, President, Director); (ii) Veronique Laberge (CFO and Corporate Secretary); (iii) Wanda Cutler (Director); (iv) Victor Cantore (Director); (v) Evan Kirby (director); and (vi) Aiden Lavelle (director).
Full details of the Qualifying Transaction and related matters are set out in the filing statement of the Company dated March 31, 2026, which can be found under the Company's SEDAR+ profile at www.sedarplus.ca.
Final acceptance of the Transaction by the Exchange is subject to the Company filing all final documentation.
Early Warning Disclosure for Natural Resources Global Capital Partners Limited
Natural Resources Global Capital Partners Limited ("NRG") acquired 7,379,068 Resulting Issuer Shares as a result of the Transaction, which represent more than 10% of the issued and outstanding Resulting Issuer Shares. Accordingly, The Resulting Issuer is providing the following disclosure pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103").
Immediately prior to the completion of the Qualifying Transaction, NRG did not own, or have control or direction over, any securities of the Resulting Issuer. Immediately after the closing of the Qualifying Transaction, NRG beneficially owns, and has control and direction over, 7,379,068 Resulting Issuer Shares, representing approximately 13.98% of the outstanding Resulting Issuer Shares on an undiluted basis.
The Resulting Issuer Shares were acquired by NRG for investment purposes only, and in the future, NRG may acquire additional securities of the Resulting Issuer, dispose of some or all of the existing securities it holds or will hold, subject to the certain escrow release conditions, or may continue to hold its current position, depending on market conditions, reformulation of plans and other relevant factors. The Resulting Issuer Shares issued to NRG are subject to the Form 5D - Escrow Agreement dated June 19, 2026 (the "Escrow Agreement") that was entered into on closing of the Transaction and is filed on SEDAR+ under the profile of the Resulting Issuer.
An early warning report will be filed by NRG pursuant to NI 62-103 on SEDAR+ under the profile of the Company.
Early Warning Disclosure for Angeliki Pilalitou
Angeliki Pilalitou acquired 22,976,373 Resulting Issuer Shares, representing more than 10% of the issued and outstanding Resulting Issuer Shares. Accordingly, Ms. Pilalitou is providing the following disclosure pursuant to NI 62-103.
Immediately prior to the completion of the Qualifying Transaction, Ms. Pilalitou did not own, or have control or direction over, any securities of the Resulting Issuer. Immediately after the closing of the Qualifying Transaction, Ms. Pilalitou beneficially owns, and has control and direction over, 22,976,373 Resulting Issuer Shares, representing approximately 43.53% of the outstanding Resulting Issuer Shares on an undiluted basis.
The Resulting Issuer Shares were acquired by Angeliki Pilalitou for investment purposes only, and in the future, Ms. Pilalitou may acquire additional securities of the Resulting Issuer, dispose of some or all of the existing securities it holds or will hold, subject to the certain escrow release conditions, or may continue to hold its current position, depending on market conditions, reformulation of plans and other relevant factors. The Resulting Issuer Shares issued to the Ms. Pilalitou are subject to the Escrow Agreement.
An early warning report will be filed by Ms. Pilalitou pursuant to NI 62-103 on SEDAR+ under the profile of the Company.
About Viridian Metals Ireland Limited
Viridian Metals Ireland Limited is a private Irish company focused on the exploration and development of the Tynagh Project in County Galway, Ireland. The company is incorporated under the laws of Ireland. The Tynagh Project is a brownfield exploration-stage project located in County Galway, Ireland. The site is located ~1.5 km north of the town of Tynagh, County Galway, and historically reported production of ~7.9 Mt between 1965 and 1982 The Project includes a tailings reprocessing project, comprising two tailings ponds totaling ~58.7 ha, that have been the focus of resource drilling and metallurgical test work, and a hard rock exploration project that comprises drill indicated high grade copper and polymetallic lead, zinc and silver mineralisation.
About Chablis Capital Corp.
Chablis is a capital pool company in accordance with Exchange Policy 2.4 and its principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.
For additional information, please refer to the Company's disclosure record on SEDAR+ (www.sedarplus.ca) or contact the Company as follows: Victor Cantore, CEO at [email protected].
For further information, please contact:
Julian Vickers
Chief Executive Officer
Email: [email protected]
Cautionary Statement
Neither the TSX Venture Exchange nor its Market Regulator (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements herein are made as of the date of this press release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "scheduled", "estimates", "intends", "anticipates" or "believes", or variations of such words and phrases, or statements that certain actions "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information in this press release includes, but is not limited to, statements with respect to Exchange approvals (including the issuance of the Final Exchange Bulletin and final acceptance of the Qualifying Transaction), the tier classification of the Resulting Issuer, the commencement and resumption of trading of the common shares and the timing thereof, the name change, and other statements that are not historical facts.
Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause the Company's actual results, performance or achievements to be materially different from those expressed or implied thereby. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook, except in accordance with applicable securities laws.
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 described herein 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 requirements is available.
Not for distribution to United States newswire services or for dissemination in the United States
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