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.