Vior Announces Closing of $352k Private Placement and Election of Osisko Mining’s Nominee to the Board

MONTREAL, QC / ACCESSWIRE / December 15, 2023 / Vior Inc. ("Vior" or the "Corporation"), (TSX-V:VIO)(OTCQB:VIORF)(FRANKFURT:VL51) is pleased to announce that it has completed the closing of a non-brokered private placement consisting of a total of 2,069,413 flow-through common shares issued at a price of $0.17 (the "Offering") for gross proceeds of $351,800.

Vior will use the Offering proceeds to fund exploration work on its Quebec gold properties. As a result of the closing of the Offering, there are now 104,060,144 common shares of Vior issued and outstanding.

In connection with the Offering, Vior has paid a cash finder's fee of $11,070 to an arm's length third party.

The Offering was carried out pursuant to prospectus exemptions of applicable securities laws and is subject to certain closing conditions, including but not limited to, the receipt of all necessary regulatory approvals, including final approval by the TSX Venture Exchange. Accordingly, the securities issued in the Offering are subject to a restricted hold period of four (4) months and a day, expiring on April 16, 2024 pursuant to National Instrument 45-102 - Resale Restrictions and Regulation 45-102 - Resale of Securities and the certificates or DRS advices representing such securities bear a legend to that effect.

An insider has participated in the Offering and was issued 100,000 flow-through common shares, for total gross proceeds of $17,000. This participation in the Offering is a "related party transaction" as defined in Regulation 61-101, and is exempt from the formal valuation and minority shareholder approval requirements provided under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions ("Regulation 61-101") in accordance with Sections 5.5(a) and 5.7(1)(a) of Regulation 61-101. The exemption is based on the fact that neither the fair market value of the private placement, nor the consideration paid by such Insider exceeds 25% of the market capitalization of the Corporation.

Vior Announces Appointment and Election of New Director

Mark Fedosiewich, President and CEO states: "On behalf of the Board and the whole team at Vior, I would like to welcome Pascal Simard to the Board of Vior."

Mr. Simard is a professional engineer with over 17 years of experience in Canadian mineral exploration projects. He joined Osisko Mining Inc. ("Osisko") in 2015 as their Exploration Manager, and now serves as their Vice President, Exploration. Prior to joining Osisko, he worked for Virginia Mines and Cambior on mineral projects in the Abitibi, James-Bay and Northern Quebec. Mr. Simard graduated from Université du Québec à Chicoutimi with a Bachelor degree in geological engineering, and is a member of the Ordre des Ingénieurs du Québec.

Mr. Simard is Osisko's nominee to Vior's Board of Directors pursuant to the Investor Rights Agreement between Vior and Osisko signed on March 22, 2021.

Mark Fedosiewich also wishes to thank Mr. Laurent Eustache for his valuable contribution to the Board over the past several years. Mr. Eustache continues as Vior's Executive Vice-President of the Corporation.

Annual and Special Meeting ("AGM") of Shareholders' results

At the December 12, 2023 AGM, shareholders of the Corporation approved all matters, including:

• Amendment to the Articles of the Corporation to provide that the directors of the Corporation may appoint one or more additional directors to hold office for a term expiring not later than the close of the next annual shareholders meeting, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual shareholders meeting.
• Election of the following directors: Éric Desaulniers, Mark Fedosiewich, Pascal Simard, Claude St-Jacques et Charles-Olivier Tarte.
• Re-appointment of Raymond Chabot Grant Thornton LLP as auditors of the Corporation and authorization by the board of Directors to fix the auditors' remuneration.

About Vior

Vior is a hybrid junior mineral exploration company based in Quebec, whose corporate strategy is to generate, explore and develop high-quality mineral projects in proven and favourable mining jurisdictions in North America. Through the years, Vior's management and technical teams have demonstrated their ability to discover several gold deposits and many high-quality mineral prospects. Vior is rapidly advancing its flagship Belleterre Gold Project, its Skyfall Nickel Project, along with several other promising mineral properties.

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Forward-Looking Statements

This news release contains forward-looking statements. All statements, other than of historical facts, that address activities, events or developments that the Corporation believes, expects or anticipates will or may occur in the future including, without limitation, the planned exploration program on the Belleterre project, the expected positive exploration results, the timing of the exploration results, the ability of the Corporation to continue with the exploration program, the availability of the required funds to continue with the exploration and the approval from the Ministère de l'énergie et des ressources naturelles ("MERN") of the request for abandonment of the two mining concessions filed by 9293-0122 Québec Inc. are forward-looking statements. Forward-looking statements are generally identifiable by use of the words "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "to earn", "to have', "plan" and "project" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Corporation's ability to control or predict, that may cause the actual results of the Corporation to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, failure to meet expected, estimated or planned exploration expenditures, the possibility that future exploration results will not be consistent with the Corporation's expectations, general business and economic conditions, changes in world gold markets, sufficient labour and equipment being available, changes in laws and permitting requirements, unanticipated weather changes, title disputes and claims, environmental risks, the refusal by the MERN to approve the request for abandonment of the two mining concessions held by 9293-0122 Québec Inc. as well as those risks identified in the Corporation's annual Management's Discussion and Analysis. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described and accordingly, readers should not place undue reliance on forward-looking statements. Although the Corporation has attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Corporation does not intend, and does not assume any obligation, to update these forward-looking statements except as otherwise required by applicable law.

Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the Policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Vior Inc.