Vior Issues Option Agreement Shares to Osisko Mining Inc.

MONTRÉAL, QC / ACCESSWIRE / August 28, 2024 / VIOR INC. ("Vior" or the "Corporation") (TSXV:VIO)(OTCQB:VIORF)(FRA:VL51) has issued 576,923 common shares to Osisko Mining Inc. ("Osisko Mining"), to satisfy the third anniversary payment obligation pursuant to the Option Agreement signed on August 24, 2021, and amended as of August 24, 2022 and June 21, 2024 (collectively, the "Option Agreement"), for the Blondeau-Guillet gold property in the Abitibi-Témiscamingue region of Quebec (see the Corporation's press release dated November 14, 2022 for more details). The share issuance was approved by the TSXV and is subject to a 4-month plus one day hold period.

Immediately following the share issuance, Osisko Mining will own approximately 22.30% of the issued and outstanding common shares of Vior on an undiluted basis, and approximately 28.19% on a partially diluted basis, presuming the exercise of all outstanding warrants held by Osisko Mining.

The Option Agreement is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSXV, as Osisko Mining is a "related party" (for purposes of MI 61-101) of the Corporation by virtue of holding beneficial ownership of more than 10% of the outstanding common shares of the Corporation. Osisko Mining is also considered to be a Non-Arm's Length Party of Vior under the policies of the TSXV. The Corporation is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Corporation is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Corporation's market capitalization, and no securities of the Corporation are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Corporation is exempt from minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 as the fair market value of the transactions, insofar as it involves interested parties, are not more than 25% of the Corporation's market capitalization.

About VIOR

Vior is a junior mineral exploration corporation based in the province of Quebec, Canada, whose corporate strategy is to generate, explore, and develop high-quality mineral projects in the proven and favourable mining jurisdiction of Quebec. 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 with the strategic support of Osisko Mining. The Belleterre Gold Project is an exciting district-scale property that includes Quebec's past-producing high-grade Belleterre gold mine. Vior has conducted extensive exploration at the Belleterre Project and is set to begin a +60,000m drill program. Vior is also actively developing its promising Skyfall Project in partnership with SOQUEM Inc., as well as several other properties with multi-mineral potential.

For more information, please contact:

www.vior.ca
sedarplus.ca: Vior Inc.

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.

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 closing of the Acquisition, 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 and the availability of the required funds to continue with the exploration program. Forward-looking statements are generally identifiable by use of the words "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "to earn", "to have', "plan" or "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, delays in completing the required documentation to complete the Acquisition, 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 and environmental risks as well as those risks identified in the Corporation's Management's Discussion and Analysis for the fiscal year ended June 30, 2023. 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.

SOURCE: Vior, Inc.