Chablis Capital signs LOI to acquire Viridian Metals

Executive Summary

• Chablis Capital Corp. entered a Letter of Intent with Viridian Metals Ireland Ltd. to complete a reverse takeover, which would serve as Chablis’s qualifying transaction under the TSX Venture capital‑pool program.
• The proposed deal values Viridian at approximately C$17 million (68 million new Chablis shares at C$0.25 each) and includes a concurrent private‑placement financing of at least C$2.5 million for the Tynagh project.
• Upon completion, the combined entity will be renamed NorthMin Industries, with Julian Vickers slated to become CEO and a reconstituted board of up to seven directors (two Chablis nominees, five Viridian nominees).

Key Details

• Transaction Structure: Reverse takeover – Viridian shareholders exchange all Viridian shares for newly issued common shares of Chablis.
• Equity Consideration: 68 million new Chablis shares at C$0.25 per share → implied equity value of ~C$17 million for Viridian.
• Closing Timeline: Definitive agreement targeted for execution by 28 Nov 2025; closing subject to customary conditions (due diligence, regulatory approvals, NI 43‑101 report, shareholder consents, etc.).
• Management & Board Post‑Transaction:
• New company name: NorthMin Industries.
• CEO: Julian Vickers (Viridian director).
• Board composition: up to 7 directors – 2 Chablis nominees, up to 5 Viridian nominees.
• Tynagh Project Overview:
• Brownfield, exploration‑stage project in County Galway, Ireland; historic production of ~7.9 Mt ore (1965‑1982).
• Includes two tailings ponds (~58.7 ha) and hard‑rock targets with high‑grade copper, lead, zinc, silver mineralization.
• Updated NI 43‑101 technical report to be filed on or before 31 Oct 2025.
• Debt & Advisory Treatment:
• Viridian’s existing indebtedness (≈€1.06 M to NRG Capital Partners and €0.47 M to Angeliki Pilalitou) to be settled/converted per definitive agreement.
• Advisory fees payable to Ansacha Capital and Minerax UG on closing; form of payment (cash or securities) TBD.
• Concurrent Financing:
• Minimum private placement of C$2.5 million via Viridian subscription receipts at C$0.25 each.
• Each receipt entitles holder to one common share of the post‑transaction entity, subject to escrow conditions.
• Net proceeds earmarked for Tynagh exploration & development, general working capital, and transaction expenses.
• Trading Halt: Chablis has requested a halt on its common shares pending review; halt will remain in effect until closing or termination of the transaction.
• Sponsorship Considerations: Chablis is reviewing exemption possibilities from the TSX Venture sponsorship requirement for capital‑pool qualifying transactions.

Notable Quotes

(No direct quotes were provided in the release.)