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VANCOUVER, BC, May 28, 2024 /CNW/ - Vizsla Copper Corp. (TSXV: VCU) (OTCQB: VCUFF) ("Vizsla Copper" or the "Company") is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. (the "Lead Agent") to act as lead agent and sole bookrunner on behalf of a syndicate of agents (collectively, the "Agents") in connection with a best efforts, private placement (the "Offering") for aggregate gross proceeds of up to C$3,000,000 from the sale of the following:
- up to 9,090,909 units of the Company (the "Units") at a price of C$0.11 per Unit for gross proceeds of up to C$1,000,000 from the sale of Units; and
- up to 16,666,667 flow-through units of the Company (the "FT Units", and together with the Units, the "Offered Units") at a price of C$0.12 per FT Unit for gross proceeds of up to C$2,000,000 from the sale of FT Units.
Each Unit will consist of one common share of the Company (each, a "Unit Share") and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each FT Unit will consist of one common share of the Company to be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (each, a "FT Share") and one half of one Warrant. Each whole Warrant shall entitle the holder to purchase one common share of the Company (each, a "Warrant Share") at a price of C$0.16 at any time on or before that date which is 24 months after the closing date of the Offering.
The Company has granted the Agents will have an option, exercisable in full or in part, up to 48 hours prior to the closing of the Offering, to sell up to an additional C$450,000 in any combination of Offered Units at their respective offering prices (the "Agents' Option").
The Offered Units will be offered by way of the "accredited investor" and "minimum amount investment" exemptions under National Instrument 45-106 – Prospectus Exemptions in all the provinces of Canada. The securities issuable pursuant to the sale of the Offered Units will be subject to a statutory hold period in Canada ending on the date that is four months plus one day following the closing date of the Offering. The Units may also be sold in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933 (the "U.S. Securities Act"), as amended.
The Company intends to use the net proceeds from the sale of Units for working capital and general corporate purposes. The gross proceeds from the sale of the FT Shares will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company's projects in British Columbia, Canada. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Units effective December 31, 2024.
The Offering is expected to close on or around June 19, 2024 or such other date as agreed between the Company and the Lead Agent, and is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the TSX Venture Exchange.
The securities described herein have not been, and will not be, registered under the U.S. Securities Act, as amended, or any state securities laws, and accordingly, may not be offered or sold within the United States or the US persons except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.