Viridian Metals Completes $750,009 Flow-Through Private Placement, AGM Approves Accilent as Control Person

Annual General and Special Meeting: Shareholders Approve All Resolutions

Viridian Metals held its annual general and special meeting on June 22, 2026. As announced on July 7, 2026, 11,417,272 common shares were voted by proxy. The Chairperson confirmed quorum and proper constitution of the meeting for business transactions.

Shareholders approved all proposals, fixed the board size at five directors, and re-elected Lee Bowles, Sebastien Charles, Stacie Clark (also known as Stacie Jones), Alan Grujic, and Tyrell Sutherland to serve until the next annual meeting. McGovern Hurley LLP was re-appointed as auditor with remuneration to be fixed by the board.

Disinterested Shareholder Approval for Accilent’s Control Person Status

A pivotal resolution concerned recognizing Accilent Capital Management Inc. as a Control Person under CSE policies, triggered by the private placement. Due to Accilent’s interest, 10,418,827 shares were excluded from voting on this matter, per CSE rules. The resolution passed unanimously among the remaining 998,445 shares voted.

This disinterested shareholder approval was essential to formally close the private placement. The company’s voluntary pursuit of this approval, despite available regulatory exemptions, demonstrates a commitment to transparent governance.

Flow-Through Unit Details: Pricing and Issuance

Viridian issued 1,442,325 flow-through units at $0.52 each, raising $750,009 gross. Each unit consists of one flow-through common share under the Income Tax Act (Canada) and one-half of a common share purchase warrant exercisable at $0.65 for 24 months from issuance.

In total, 1,442,325 flow-through shares and 721,162 warrants were issued, all subject to a statutory hold period expiring four months and one day after issuance, in compliance with Canadian securities laws. Pavilion Flow-Through L.P. (2026) 1, managed by Accilent Capital Management Inc., was the sole subscriber.

Funds Allocated to Labrador Copper Exploration

Proceeds from the flow-through units will finance eligible Canadian exploration expenses classified as "flow-through critical mineral mining expenditures" under the Income Tax Act (Canada), to be incurred on Viridian’s Labrador projects. The company will renounce these expenses to the investor effective on or before December 31, 2026.

President and CEO Tyrell Sutherland commented: "We are pleased to complete this financing and welcome Pavilion’s increased support. This capital enables us to advance our copper-focused exploration program in Labrador, and we thank shareholders for their support at the meeting." The company emphasizes copper, nickel, and cobalt as critical metals for the energy transition, with Labrador projects central to its near-term exploration strategy.

Accilent’s Ownership and Control Person Status

Following the July 6, 2026 closing, Accilent Capital Management Inc. controls 11,861,152 common shares of Viridian Metals, representing approximately 21.33% on a non-diluted basis. Assuming exercise of 8,471,645 warrants held or controlled by Accilent, its partially diluted ownership rises to about 31.89%.

This ownership level meets CSE thresholds, establishing Accilent as a Control Person—a significant change in Viridian’s governance and ownership structure. The designation was disclosed openly, with disinterested shareholders voting on the matter at the AGM.

Finder’s Fees Paid for Private Placement

Viridian paid $52,500 in cash and issued 100,963 share purchase warrants as finder’s fees, with identical terms to the flow-through unit warrants ($0.65 exercise price and 24-month term). Such fees are standard in Canadian non-brokered private placements, compensating intermediaries for investor introductions. The disclosure provides a full account of the capital raise’s total costs.

Related Party Transaction and MI 61-101 Disclosure

Accilent was an insider before closing and became a Control Person after, making its participation a "related party transaction" under Multilateral Instrument 61-101 (MI 61-101). Viridian disclosed this fully.

The company relies on exemptions from formal valuation and minority shareholder approval under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as its shares are only listed on the CSE and the transaction value did not exceed 25% of market capitalization. Despite this, Viridian voluntarily obtained disinterested shareholder approval for the Control Person designation as required by CSE policies.

Material Change Report Timing and Company Explanation

Viridian acknowledged it did not file the material change report 21 days before closing, as typically required under MI 61-101 for related party transactions.

The company explained that key terms of Accilent’s participation were publicly disclosed on May 14, 2026, and that prompt closing after shareholder approval on June 22, 2026, was reasonable. This explanation is part of the public record, following standard disclosure practices for compressed timelines.

Flow-Through Share Tax Benefits and Critical Mineral Exploration Tax Credit

Flow-through shares are a common Canadian junior mining financing tool, allowing companies to renounce qualifying exploration expenses to investors, who can then deduct these from taxable income. Viridian’s expenses qualify as "flow-through critical mineral mining expenditures," potentially making investors eligible for the Critical Mineral Exploration Tax Credit under federal tax law.

Renunciation will occur with an effective date on or before December 31, 2026. The company notes that eligibility for this tax credit is forward-looking and subject to tax law risks. Investors are advised to seek independent tax advice regarding their personal tax implications.

Viridian Metals’ Critical Minerals Focus and Labrador Projects

Viridian Metals is a generative metals explorer prioritizing copper, nickel, and cobalt with a commitment to environmental stewardship and ethical practices. The company targets critical minerals essential to energy transition supply chains, using innovative exploration technologies in supportive jurisdictions. The Labrador projects, funded by the recent financing, are central to its near-term exploration efforts.

The completion of this flow-through private placement and successful AGM resolutions strengthen Viridian’s financial position for its Labrador exploration program. Market participants will likely monitor forthcoming operational updates, exploration milestones, and capital deployment related to these assets. The immediate impact on Viridian’s share price was not publicly available at the time of this report.