Coco Pool Corp. Announces Proposed Qualifying Transaction With Viridian Metals Corp.

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VANCOUVER, British Columbia, May 27, 2024 (GLOBE NEWSWIRE) -- Coco Pool Corp. ("Coco" or the “Company”) (TSXV: CCPC.P) is pleased to announce details concerning a proposed arms-length "Qualifying Transaction" involving a business combination with Viridian Metals Corp. ("Viridian").

Overview of Viridian

Viridian is a privately-held corporation that was formed in February, 2022 under the Canada Business Corporations Act. Viridian’s head office is in Ontario.

Viridian is a junior mining exploration company whose current focus is on the Kraken Project.

The Kraken Project consists of 3 Licenses totaling 182km2 located 75km north of Churchill Falls, Labrador and just 20km from road access. Previously explored by Noranda and Tech Resources due to geological similarities to the Voisey's Bay Deposit. Work has been focused on the Main Zone which consists of over a kilometer of exposed nickel copper cobalt mineralization with limited drilling suggesting continuation for over 4km. Drilling by previous operators has yielded intercepts up to 1.6% nickel and 4.1% copper over short intervals with no work completed to evaluate the additional copper potential of the project. Viridian has identified of 60 distinct conductors on the property the majority of which remain completely untested.

Summary of the proposed Transaction

Coco has entered into a non-binding Letter of Intent with Viridian dated May 22, 2024 (the "LOI") pursuant to which Coco and Viridian intend to complete a business combination (the "Transaction") to form a company (the "Resulting Issuer") and pursuant to which the business of Viridian will become the business of the Resulting Issuer. The final structure of both the business combination and the capitalization of the Resulting Issuer is subject to receipt of tax, corporate and securities law advice for both Coco and Viridian.

Pursuant to the LOI:

1. the shareholders of Coco on completion of the proposed Transaction will cumulatively hold that number of common shares of the Resulting Issuer that are valued at C$1,000,000 on a post Transaction basis;
   
   
2. the Resulting Issuer will issue that number of common shares of the Resulting Issuer (the “Resulting Issuer Shares”), proportionally to the current holders of Viridian common shares (the "Viridian Shares") to acquire such Viridian Shares; and
   
   
3. prior to the proposed Transaction, Viridian will be entitled to spin out its Wolverine Project to the current shareholders of Viridian.
   

The Resulting Issuer Shares will be issued at a price per share equivalent to the closing price of the common shares of Coco on the TSX Venture Exchange (the "Exchange") on May 23, 2024, adjusted to take account of any required consolidation or split of the common shares of Coco required to facilitate the proposed Transaction. Where there are outstanding stock options, warrants and other convertible or exchangeable securities of Viridian at closing of the proposed Transaction then these will be exchanged for stock options, warrants and other convertible or exchangeable securities of the Resulting Issuer on an equivalent economic basis.