VANCOUVER, BC, Feb. 14,
2024 /CNW/ - Vizsla Copper Corp. (TSXV: VCU) (OTCQB:
VCUFF) (FRANKFURT: 97E0)
("Vizsla Copper" or the "Company") is pleased to
announce that it has entered into a definitive arrangement
agreement dated February 13, 2024
(the "Arrangement Agreement") with Universal Copper Ltd.
(TSX.V: UNV, FRANKFURT: 3TA2)
("UNV") whereby Vizsla Copper will acquire all of the issued
and outstanding common shares of UNV (the "UNV Shares")
pursuant to a plan of arrangement (the "Arrangement").
UNV is a Canadian-based copper exploration company focused on
the acquisition and exploration of copper properties, including its
flagship Poplar Project (the "Poplar Project" or the
"Project"), one of the most advanced pre-production copper
projects in British Columbia.
TRANSACTION HIGHLIGHTS:
- Significant Resource Base. The Project hosts a
current undiluted indicated mineral resource of 152.3 million
tonnes grading 0.32% copper, 0.009% molybdenum, 0.09 g/t gold and
2.58 g/t silver and an undiluted inferred mineral resource of 139.3
million tonnes grading 0.29% copper, 0.005% molybdenum, 0.07 g/t
gold and 4.95 g/t silver.
- Large Land Position in Proven Mining District. The
Project is large and well-located, comprising more than 39,000
hectares in a very accessible region in the central interior of the
Province of British Columbia.
- Strong Expansion and Discovery Potential. Combining
the Poplar Project with Vizsla Copper's Woodjam, Redgold,
Copperview and Carruthers Pass
properties offers shareholders exposure to a growing pipeline of
projects ranging from expansion-driven brownfield development to
exciting discovery-seeking greenfield exploration.
- Experienced Management and Board. UNV shareholders
will have exposure to the Inventa Capital-backed Vizsla Copper
board of directors and management team.
- Board Support. The Arrangement Agreement has been
unanimously approved by the board of directors of each of Vizsla
Copper and UNV. The UNV board of directors has agreed to recommend
that UNV shareholders vote in favour of the Arrangement.
- Low Execution Risk. No material regulatory issues are
expected to arise in connection with the Arrangement that would
prevent its completion, and all required regulatory approvals are
expected to be obtained.
"With unprecedented demand for copper globally on the horizon,
I'm very pleased that we've been able to execute again on our
strategy of acquiring promising assets during a period of
challenging junior equity markets," stated Craig Parry, Executive Chairman of the
Company. "Poplar perfectly complements our other BC-based
assets and will add incredible value due to its size, grade and
location in a safe and stable jurisdiction."
"I'm thrilled to add the Poplar Project to our exploration and
development portfolio," commented Steve
Blower, Vice President, Exploration of the Company. "Poplar
is a large, undeveloped porphyry-related copper and gold deposit in
an easily accessible location with great infrastructure.
Mineralization extends to the top of bedrock beneath minimal
overburden, and UNV's recent drilling results, including
432 m @ 0.42% Cu, 0.15 g/t Au from
2.2m are impressive."
POPLAR PROJECT
The 39,000-hectare Poplar Project hosts a porphyry-related
copper and gold deposit with a current undiluted indicated mineral
resource of 152.3 million tonnes grading 0.32% copper, 0.009%
molybdenum, 0.09 g/t gold and 2.58 g/t silver and an undiluted
inferred mineral resource of 139.3 million tonnes grading 0.29%
copper, 0.005% molybdenum, 0.07 g/t gold and 4.95 g/t silver (above
a cut-off grade of 0.20% copper). Readers are cautioned that
mineral resources, which are not mineral reserves, do not have
demonstrated economic viability.
The Poplar Project is located in mining country, 35km from the
Huckleberry Copper Mine. The road accessible property is bisected
by a 138 Kva hydroelectric line and lies 88km from the rail head at
Houston and 400km from the
deep-water port at Prince Rupert
by rail.
Recent drilling by UNV in 2021 includes drill hole 21-PC-131,
which intersected 432m @ 0.42% Cu,
0.15 g/t Au from 2.2m, and drill hole
21-PC-133, which intersected 479.8m @
0.41% Cu, 0.13 g/t Au from 21.25m.
TRANSACTION SUMMARY
Under the terms of the Arrangement Agreement, all of the issued
and outstanding UNV Shares will be exchanged for Vizsla Copper
common shares (the "Vizsla Copper Shares") on the basis of
0.23 Vizsla Copper Shares for each UNV Share (the "Exchange
Ratio"). Pursuant to the Arrangement, Vizsla Copper expects to
issue an aggregate of approximately 32,659,742 Vizsla Copper Shares
to current UNV shareholders. Upon completion of the Arrangement,
current UNV shareholders will own approximately 23.3% of the
140,314,107 issued and outstanding Vizsla Copper Shares.
The Arrangement Agreement includes certain customary provisions,
including non-solicitation provisions, as well as certain
representations, covenants and conditions which are customary for a
transaction of this nature.
The Arrangement will be effected by way of a plan of arrangement
under the Business Corporations Act (British Columbia), requiring the approval of:
(i) at least 66 2/3% of the votes cast by the shareholders of UNV;
(ii) at least 66 2/3% of the votes cast by the shareholders and
optionholders of UNV, voting together as a single class; and (iii)
if, and to the extent required, a majority of the votes cast by the
shareholders of UNV, excluding votes attached to UNV Shares held by
any person as required under Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions, at a special meeting of UNV's securityholders
called to consider, among other matters, the Arrangement. In
addition to securityholder and court approvals, the Arrangement,
including the Exchange Ratio, are subject to approval of the TSX
Venture Exchange (the "TSXV") and the satisfaction of
certain other closing conditions customary in transactions of this
nature.
All outstanding stock options of UNV will be exchanged for
options of Vizsla Copper and all warrants of UNV will become
exercisable to acquire common shares of Vizsla Copper, in amounts
and at exercise prices adjusted in accordance with the Exchange
Ratio.
Full details of the Arrangement will be included in UNV's
information circular, which is expected to be mailed to
securityholders in March 2024. It is
anticipated that the closing of the Arrangement will take place in
the second quarter of 2024. A copy of the Arrangement Agreement
will also be filed on Vizsla Copper's company profile on SEDAR+ at
www.sedarplus.ca.
Figure 1 – Poplar Project Location Map
Figure 2 – Poplar Project Map
VOTING SUPPORT
AGREEMENTS
Certain shareholders and the directors and officers of UNV
(collectively, the "Supporting Shareholders") have each
entered into voting support agreements to vote their UNV Shares in
favour of the Arrangement. The Supporting Shareholders hold,
collectively, approximately 20.7% of the UNV Shares.
FINDER'S FEE
In connection with the Arrangement, UNV entered into a finder's
fee agreement with an arm's-length party. As compensation for the
finder's introduction of UNV to Vizsla Copper, UNV will issue to
the finder 2,173,913 UNV Shares which, upon closing of the
Arrangement and in accordance with the Exchange Ratio, will be
exchanged for 500,000 Vizsla Copper Shares. The finder's fee is
subject to approval of the TSXV.
QUALIFIED PERSON
The disclosure of technical or scientific information in this
press release has been reviewed and approved by Ian Borg, P.Geo., Senior Geologist for Vizsla
Copper. Mr. Borg is a Qualified Person as defined under the terms
of National Instrument 43-101.
ABOUT VIZSLA COPPER
Vizsla Copper is a Cu-Au-Mo focused mineral exploration
and development company headquartered in Vancouver, Canada. The Company is primarily
focused on its flagship Woodjam project, located within the
prolific Quesnel Terrane, 55 kilometers east of the community of
Williams Lake, British Columbia.
It has three additional copper exploration properties: Copperview,
Redgold and Carruthers Pass, all
well situated amongst significant infrastructure in British Columbia. Following closing of the
Arrangement, Vizsla Copper will control a fifth project, the Poplar
Project. The Company's growth strategy is focused on the
exploration and development of its copper properties within its
portfolio in addition to value accretive acquisitions. Vizsla
Copper's vision is to be a responsible copper explorer and
developer in the stable mining jurisdiction of British Columbia, Canada and it is committed
to socially responsible exploration and development, working
safely, ethically and with integrity.
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 or
forward-looking information relating to the future operations of
the Company and other statements that are not historical facts.
Forward-looking statements in this news release include
but are not limited to: obtaining the necessary approvals
required for the Arrangement; completion of the Arrangement and the
timing thereof; the benefits of the Arrangement; exploration
activities; and Vizsla Copper's growth and business strategies.
Forward-looking statements are based on the reasonable
assumptions, estimates, analyses and opinions of management made in
light of its experience and its perception of trends, current
conditions and expected developments, as well as other factors that
management believes to be relevant and reasonable in the
circumstances at the date that such statements are made, but which
may prove to be incorrect. Management believes that the assumptions
and expectations reflected in such forward-looking statements are
reasonable. Assumptions have been made regarding, among other
things: the Company's ability to carry on exploration and
development activities; the timely receipt of required approvals;
the price of copper and other metals; and the Company's ability to
obtain financing as and when required and on reasonable terms.
Readers are cautioned that the foregoing list is not exhaustive of
all factors and assumptions which may have been used.
Forward-looking statements are subject to known and unknown
risks, uncertainties and other factors that may cause actual
results to be materially different from those expressed or implied
by such forward-looking statements. Such risks, uncertainties and
other factors include but are not limited to: the Company's early
stage of development and lack of history as a stand-alone entity;
the fluctuation of the price of copper and other metals; the
availability of additional funding as and when required; the
speculative nature of mineral exploration and development; the
timing and ability to maintain and, where necessary, obtain
necessary permits and licenses; the uncertainty in geologic,
hydrological, metallurgical and geotechnical studies and opinions;
infrastructure risks, including access to water and power;
environmental risks and hazards; risks associated with negative
operating cash flow; and risks associated with dilution. For a
further discussion of risks relevant to the Company, see the
Company's other public disclosure documents.
Although management has attempted to identify important factors
that could cause actual results to differ materially from those
contained in forward-looking statements, there may be other factors
that cause results not to be as anticipated, estimated or intended.
There is no assurance that forward-looking statements will prove to
be accurate, as actual results and future events could differ
materially from those anticipated in such forward-looking
statements. Accordingly, readers should not place undue reliance on
forward-looking statements. The Company does not undertake to
update any forward-looking statements, except as, and to the extent
required by, applicable securities laws.
SOURCE Vizsla Copper Corp.