Vizsla Copper Closes Non-Brokered Private Placement FOR Gross Proceeds of C$5.6 Million and Amended Its Megaton Option Agreement /Not FOR Distribution to U.s. News Wire Services or FOR Dissemination in the United States
VIZSLA COPPER CLOSES NON-BROKERED
PRIVATE PLACEMENT FOR GROSS
PROCEEDS OF C$5.6 MILLION AND
AMENDED ITS MEGATON OPTION
AGREEMENT
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE
UNITED STATES
/
VANCOUVER, BC
,
May 26, 2025
/CNW/ - Vizsla Copper Corp. (TSXV: VCU) (OTCQB:
VCUFF) ("
Vizsla Copper
" or the "
Company
") is pleased to announce that, further to it's news
releases dated
April 15, 2025
,
April 17, 2025
and
May 16, 2025
, it has closed the final tranche in its
non-brokered private placement (the "
Offering
") for additional gross proceeds of
C$1,764,997.50
.
The total Offering raised aggregate gross proceeds of
C$5,565,717.45
.
In the final tranche, a further 33,920,000 units of the Company (the "
HD Units
") were issued at a
price of
C$0.05
per HD Unit for gross proceeds of
C$1,696,000
. Each HD Unit consists of one
common share of the Company (each, a "
Unit Share
") and one common share purchase warrant (a
"
Warrant
").
In the final tranche, a total of 1,254,500 flow-through units of the Company (the "
FT Units
", and
together with the HD Units, the "
Offered Units
") were issued at a price of
C$0.055
per FT Unit for
gross proceeds of
C$68,997.50
. Each FT Unit consists 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 at a
price of
C$0.09
at any time on or before that date which is
May 26
, 2027.
The Company intends to use the net proceeds from the sale of HD Units for working capital and
general corporate purposes. The gross proceeds from the sale of the FT Units 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,
2025
.
In connection with the final tranche of the Offering, the Company paid finders fees of
$4,140
cash
and issued 78,000 finders warrants of the Company (the "
Finders Warrants
") to eligible arm's
length finders. Each Finders Warrant entitles the finder to purchase one common share of the
Company (a "
Finder Warrant Share
") at a price of
$0.09
per Finder Warrant Share until
May 26,
2027
.
The securities issued in connection with the Offering are subject to a four-month and one-day hold
period under applicable Canadian securities laws. Closing of the Offering is subject to final approval
of the TSX Venture Exchange.
In the final tranche, Directors and officers of the Company subscribed for an aggregate of
11,574,500 Offered Units for gross proceeds of
$580,997.50
under the Offering. Participation by
insiders of the Company in the Offering constitutes a related-party transaction as defined under
Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
"). The issuance of securities is exempt from the formal valuation requirements of
Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 as the common shares of the
Company are listed on the TSX-V. The issuance of securities is also exempt from the minority
approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(b) of MI 61-101 as
the fair market value was less than
$2,500,000
.
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.
UPDATED TERMS TO MEGATON OPTION AGREEMENT
The Company further announces that it has amended the terms of the Megaton option agreement
dated
May 6, 2013
, as amended, (the "
Option Agreement
") with respect to its right to acquire a
100% interest in the Megaton Property (the "
Amending Agreement
").
Under the new amended terms, and subject to TSX Venture Exchange approval, Vizsla Copper will
issue 4,200,000 common shares to the optionors in lieu of making a cash payment of
$250,000
.
Vizsla Copper has the right to earn up to 100% ownership of the claims by satisfying the payments
outlined in Table 1.
Table 1 – Amended Schedule for Megaton Option Agreement
Exploration Commitments
Shares
Milestone Date
C$40,000
Nil
Nil
Satisfied
C$50,000
C$250,000
Nil
Satisfied
Nil
C$206,957
450,000
Satisfied
C$60,000
C$124,771
Nil
Satisfied
C$100,000
Nil
Nil
Satisfied
Nil
C$500,000
4,200,000
Satisfied
C$250,000
C$1,000,000
Nil
May 6, 2026
C$250,000
Nil
Nil
May 6, 2027
All common shares issued in connection with the Amending Agreement will be subject to a hold
period expiring four months plus one day from the date of issuance. In addition, 3,1500,000 common
shares issued in connection with the Amending Agreement will have an additional hold period expiring
eight month from the date of issuance.
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 properties: Poplar, Copperview, and Redgold, all well
situated amongst significant infrastructure in
British Columbia
. 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.
Vizsla Copper is a spin-out of Vizsla Silver Corp. and is backed by Inventa Capital Corp., a premier
investment group founded in 2017 with the goal of discovering and funding opportunities in the
resource sector. Additional information about the Company is available on SEDAR+ (
www.sedarplus.ca
) and the Company's website (
www.vizslacopper.com
).
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
The information contained herein contains "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995 and "forward-looking information"
within the meaning of applicable Canadian securities legislation. "Forward-looking information"
includes, but is not limited to, statements with respect to the activities, events or developments that
the Company expects or anticipates will or may occur in the future, including, without limitation,
planned exploration activities. Generally, but not always, forward-looking information and statements
can be identified by the use of words such as "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative
connotation thereof or variations of such words and phrases or state that certain actions, events or
results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative
connotation thereof. Forward-looking statements in this news release include, among others,
statements relating to: obtaining the required regulatory approvals for the Offering; the expected
Closing Date; completion of the Offering; the intended use of proceeds of the Offering; the
Company's growth and business strategies; and the exploration and development of the Company's
properties.
Such forward-looking information and statements are based on numerous assumptions, including
among others, that the results of planned exploration activities are as anticipated, the anticipated
cost of planned exploration activities, that general business and economic conditions will not change
in a material adverse manner, that financing will be available if and when needed and on reasonable
terms, that third party contractors, equipment and supplies and governmental and other approvals
required to conduct the Company's planned exploration activities will be available on reasonable
terms and in a timely manner. Although the assumptions made by the Company in providing forward-
looking information or making forward-looking statements are considered reasonable by
management at the time, there can be no assurance that such assumptions will prove to be
accurate.
Forward-looking information and statements also involve known and unknown risks and uncertainties
and other factors, which may cause actual events or results in future periods to differ materially from
any projections of future events or results expressed or implied by such forward-looking information
or statements, including, among others: negative operating cash flow and dependence on third party
financing, uncertainty of additional financing, no known mineral reserves or resources, the limited
operating history of the Company, the influence of a large shareholder, aboriginal title and
consultation issues, reliance on key management and other personnel, actual results of exploration
activities being different than anticipated, changes in exploration programs based upon results,
availability of third party contractors, availability of equipment and supplies, failure of equipment to
operate as anticipated; accidents, effects of weather and other natural phenomena and other risks
associated with the mineral exploration industry, environmental risks, changes in laws and
regulations, community relations and delays in obtaining governmental or other approvals.
Although the Company has attempted to identify important factors that could cause actual results to
differ materially from those contained in the forward-looking information or implied by forward-
looking information, there may be other factors that cause results not to be as anticipated, estimated
or intended. There can be no assurance that forward-looking information and statements will prove
to be accurate, as actual results and future events could differ materially from those anticipated,
estimated or intended. Accordingly, readers should not place undue reliance on forward-looking
statements or information. The Company undertakes no obligation to update or reissue forward-
looking information as a result of new information or events except as required by applicable
securities laws.
SOURCE
Vizsla Copper Corp.
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For further information:
CONTACT INFORMATION: For more information and to sign-up to the
mailing list, please contact: Craig Parry, Chief Executive Officer and Chairman, Tel: (604) 364-2215
| Email:[email protected]
CO: Vizsla Copper Corp.
CNW 15:28e 26-MAY-25