Chablis Capital Corp. Enters into Definitive Agreement and Exchange Conditional Approval for Qualifying Transaction

Executive Summary

• Chablis Capital Corp. entered into a definitive share‑exchange agreement to acquire Viridian Metals Ireland Ltd., gaining 100 % of the Tynagh Project in Ireland.
• The transaction is conditionally approved by the TSX Venture Exchange, pending completion of a C$3 million concurrent private placement and other closing conditions; expected close ≈ April 30 2026.
• Upon completion, Chablis will rename to NorthMin Corporation, become a Tier‑2 mining issuer, and issue 34 M new shares (plus 1.7 M advisory shares) to effect the acquisition.

Key Details

• Transaction Structure – Chablis will receive 34,000,000 Resulting Issuer Shares at a deemed price of $0.25 per share in exchange for all Viridian shares; Advisors (Ansacha Capital & Minerax UG) each receive 850,000 shares (total 1,700,000).
• Related‑Party Debt Conversion – $2,988,895 of Viridian shareholder loans/payables will be converted into Viridian shares prior to closing and then exchanged for Resulting Issuer Shares.
• Concurrent Financing – Non‑brokered private placement of subscription receipts at C$0.25 each, gross proceeds ≈ C$3 M. Each receipt converts to 1 Viridian share + ½ warrant; warrants exercisable at C$0.40 for two years. Up to 7 % commission payable to eligible brokers plus up to 7 % broker compensation warrants. Net proceeds earmarked for Tynagh exploration, working capital, and transaction costs.
• Post‑Closing Capitalization (Fully Diluted) – 60,371,800 Resulting Issuer Shares outstanding after accounting for existing Chablis shares, Viridian exchange, concurrent financing, advisory shares, stock options (500k) and warrants (≈ 7.09 M).
• Management & Board Changes – Anticipated resignation of Victor Cantore (CEO) and Michel Fontaine (Director). New board: Julian Vickers, Victor Cantore, Wanda Cutler, Evan Kirby, Aiden Lavelle. Management: Julian Vickers as President & CEO; Veronique Laberge as CFO/Corporate Secretary.
• Significant Shareholder – Angeliki Pilalitou expected to control ~50.5 % of the Resulting Issuer post‑transaction (directly and via Natural Resources Capital Group).
• Financial Snapshot of Viridian (2024/2023) – Revenues €0; Net loss €28k (2024) vs €30k (2023); Total assets €5.4 M (2024) vs €13.0 M (2023); Liabilities ~€1.54 M both years.
• Regulatory Status – Conditional TSX‑V approval; trading of Chablis shares currently halted pending completion. Anticipated name change to “NorthMin Corporation” and commencement of trading for the Resulting Issuer shortly after closing.

Notable Quotes

(No direct CEO/President quotes were included in the release.)