Vizsla Copper Announces Acquisition of Consolidated Woodjam Copper
VIZSLA COPPER ANNOUNCES ACQUISITION
OF CONSOLIDATED WOODJAM COPPER
VANCOUVER, BC
,
Sept. 8, 2022
/CNW/ - Vizsla Copper Corp. (TSX.V: VCU) ("
Vizsla Copper
" or
the "
Company
") is pleased to announce that it has entered into a definitive arrangement agreement
dated
September 7, 2022
(the "
Arrangement Agreement
") with Consolidated Woodjam Copper
Corp. (TSX.V: WCC) ("
WCC
") whereby Vizsla Copper will acquire all of the issued and outstanding
common shares of WCC (the "
WCC Shares
") pursuant to a plan of arrangement (the
"
Arrangement
").
WCC is engaged in copper, gold and molybdenum exploration and development on the Woodjam
project (the "
Woodjam Project
" or the
"Project"
) in central
British Columbia
. The Woodjam Project
is located near the community of Horsefly, approximately 55 kilometers east of the regional center of
Williams Lake, British Columbia
.
TRANSACTION HIGHLIGHTS:
Significant Resource Base.
The Project contains multiple porphyry deposits with combined
historical resource estimates containing approximately 1.7 billion pounds of copper and almost 1
million ounces of gold
1, 2, 3, 4
.
Large Land Position in Proven Mining District.
The Project property is large and well-
located, comprising more than 64,000 hectares in a very accessible region of the Quesnel
Terrane.
Strong Expansion and Discovery Potential.
Combining the Woodjam Project with Vizsla
Copper's Blueberry and Carruthers Pass properties offers shareholders exposure to a pipeline
of projects ranging from expansion-driven brownfield to exciting discovery-seeking greenfield.
Experienced Management and Board.
WCC shareholders will have exposure to the Inventa
Capital-backed Vizsla Copper board of directors and management team.
Bill Morton
and
Glen
Garrett
will become strategic advisors of Vizsla Copper, bringing a wealth of knowledge and
experience, and ensuring a smooth transition for the Woodjam Project.
Strong Treasury.
Upon completion of the Arrangement, Vizsla Copper will have a total cash
balance of approximately
C$3.5 million
, which will be used to fund ongoing exploration work at
the Company's properties.
Board Support
. The Arrangement Agreement has been unanimously approved by the board of
directors of each of Vizsla Copper and WCC. The WCC board of directors has agreed to
recommend that WCC 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.
"This transaction immediately positions the Company as a potential developer in the battery metals
space, given the presence of several porphyry copper and porphyry copper-gold deposits on the
Woodjam Project,
" stated
Craig Parry
, Executive Chairman of the Company.
"We expect to see
continued strength in the copper markets in the long term, with electrification demand and
jurisdictional supply disruptions being key drivers."
"The Woodjam exploration team discovered the Southeast deposit on the Woodjam property in
2007 and since then, they've delineated historical resource estimates of approximately 1.7 billion
pounds of copper and almost 1 million ounces of gold within three deposits,
" commented
Steve
Blower
, Vice President, Exploration of the Company.
"With an area of over 64,000 hectares in the
heart of the prolific Quesnel Terrane, the potential for further exploration success on the Woodjam
Project is excellent."
WOODJAM PROJECT
The Woodjam Project is located 55 kilometers east of the community of
Williams Lake
in an area
characterized by a low elevation, flat to gently undulating landscape that is well accessed by logging
roads (Figure 1). Geologically, the Project is located within the prolific Quesnel Terrane – a large
regional depositional belt commonly dominated by alkalic volcanic units and related volcaniclastic
lithologies. The
Quesnel
terrane hosts both alkaline and calc-alkaline porphyry copper+/-gold+/-
molybdenum deposits, including the Copper Mountain, New Afton, Highland Valley, Mount Polley,
Mount Milligan and Kemess mines.
To date, six zones of porphyry mineralization (Megabuck, Deerhorn, Takom, Three Firs, Southeast,
Megaton) have been identified at the Woodjam Project by drilling (95,092 meters in 281 holes since
2009 and a further 114 holes, 30,092 meters predominantly from 1998) (Figure 2). These six
mineralized zones form a cluster approximately 5 kilometers in diameter. The Megabuck and Takom
Zones were occurrences documented before 1998 but largely untested until after 2003 while the
larger Southeast Zone and Deerhorn Zone were discovered in 2007 and 2008 respectively. In 2012,
the Three Firs Zone was discovered and in 2012 the Megaton Zone was discovered.
A historical mineral resource estimate was completed on each of the Southeast, Deerhorn and the
Takom deposits (collectively, the "
Historical Estimates
") for Gold Fields Horsefly Exploration Corp.
(the "
Former
JV Partner
") and WCC in 2013
1, 2, 3, 4
. The Historical Estimates are summarized in
Table 1.
Table 1 – Historical Estimates at the Woodjam Project
1, 2, 3, 4
Deposit
Category
Tonnage
Grade
Metal Content
M tonnes
% Cu
g/t Au
M lbs Cu
000 oz Au
Southeast
1
Inferred
221.7
0.31
0.05
1,507
383.7
Deerhorn
2
Inferred
32.8
0.22
0.49
158
516.2
Takom
3
Inferred
8.3
0.22
0.26
40
68.2
Total
Inferred
262.8
0.30
0.11
1,705
968.1
Notes:
1. Source: "NI 43-101 Technical Report for 2012 Activities on the Woodjam South Property, Cariboo Mining Division, British Columbia", prepared by Ross Sherlock, PhD., P.Geo., Gold
Fields Canada Exploration BV and Alex Trueman, P.Geo., MAusIMM CP(Geo), Gold Fields Exploration, Inc., prepared for the Former JV Partner and WCC with an effective date of
May 15, 2013. The Historical Estimate on the Southeast deposit (the "
Southeast Historical Estimate
") was completed by Alex Trueman, P.Geo., MAusIMM CP (Geo), Chief
Resource Geologist, Gold Fields Exploration Inc. with an effective date of May 15, 2013. The Southeast Historical Estimate was prepared with localized multivariate uniform
conditioning, with a cutoff grade of US$8.60/t. The NSR calculation uses US$1,650/oz Au, US$3.90/lb Cu and recoveries of 69% Au and 85% Cu. The Southeast Historical Estimate
was reported within a modelled open pit shell based on a price assumption of US$1,650/oz Au and US$3.90/lb Cu.
2. Source: "NI 43-101 Technical Report for 2012 Activities on the Woodjam North Property, Cariboo Mining Division, British Columbia", prepared by Ross Sherlock, PhD., P.Geo., Gold
Fields Canada Exploration BV, Jacqueline Blackwell, Ph. D., P. Geo., Gold Fields Canada Exploration BV and Twila Skinner, P.Geo., Gold Fields Canada Exploration BV, prepared for
the Former JV Partner and WCC with an effective date of May 15, 2013. The Historical Estimate on the Deerhorn deposit (the "
Deerhorn Historical Estimate
") was completed by
Brian Wolfe (MAIG), Principal Resource Geologist, Gold Fields Australasia Pty. Ltd. with an effective date of May 15, 2013. The Deerhorn Historical Estimate was prepared with
localized multivariate uniform conditioning, with a cutoff grade of US$8.60/t. The NSR calculation uses US$1,650/oz Au, US$3.90/lb Cu and recoveries of 69% Au and 85% Cu. The
Deerhorn Historical Estimate was reported within a modelled open pit shell based on a price assumption of US$1,650/oz Au and US$3.90/lb Cu.
3. Source: "NI 43-101 Technical Report for 2012 Activities on the Woodjam North Property, Cariboo Mining Division, British Columbia", prepared by Ross Sherlock, PhD., P.Geo., Gold
Fields Canada Exploration BV, Jacqueline Blackwell, Ph. D., P. Geo., Gold Fields Canada Exploration BV and Twila Skinner, P.Geo., Gold Fields Canada Exploration BV, prepared for
the Former JV Partner and WCC with an effective date of May 15, 2013. The Historical Estimate on the Takom deposit (the "
Takom Historical Estimate
") was completed by Brian
Wolfe (MAIG), Principal Resource Geologist, Gold Fields Australasia Pty. Ltd. with an effective date of May 15, 2013. The Takom Historical Estimate was prepared with ordinary
kriging, with a cutoff grade of US$8.60/t. The NSR calculation uses US$1,650/oz Au, US$3.90/lb Cu and recoveries of 69% Au and 85% Cu. The Takom Historical Estimate were
reported within a modelled open pit shell based on a price assumption of US$1,650/oz Au and US$3.90/lb Cu.
4. The Historical Estimates are considered historical in nature and as such are based on prior data and reports prepared by previous property owners. The reader is cautioned not
to treat them, or any part of them, as current mineral resources or reserves. The Company has determined the Historical Estimates are reliable given that they are based on data
collected with modern drilling and sampling methods and were completed the Former JV Partner, and relevant to be included here in that they simply demonstrate the mineral
potential of the Woodjam Project. A qualified person has not done sufficient work to classify the Historical Estimates as current resources and Vizsla Copper is not treating the
Historical Estimates as current resources. Significant data compilation, re-drilling, re-sampling, data verification and a site visit may be required by a qualified person before the
Historical Estimates can be classified as a current resource. There can be no assurance that any of the historical mineral resources, in whole or in part, will ever become
economically viable. In addition, mineral resources are not mineral reserves and do not have demonstrated economic viability. Even if classified as a current resource, there is no
certainty as to whether further exploration will result in any inferred mineral resources being upgraded to an indicated or measured mineral resource category. The Historical
Estimates relating to inferred mineral resources were calculated using prior mining industry standard definitions and practices for estimating mineral resource and mineral reserves.
Such prior definitions and practices were utilized prior to the implementation of the current standards of the Canadian Institute of Mining for mineral resource estimation and have a
lower level of confidence.
TRANSACTION SUMMARY
Immediately prior to the Arrangement, Vizsla Copper will complete a consolidation (the
"
Consolidation
") of the Vizsla Copper common shares (the "
Vizsla Copper Shares
") on the basis
of one post-consolidation Vizsla Copper Share for every 3.5 Vizsla Copper Shares issued and
outstanding immediately prior to the Consolidation.
Under the terms of the Arrangement Agreement, all of the issued and outstanding WCC Shares will
be exchanged for Vizsla Copper Shares on the basis of 0.307206085 Vizsla Copper Shares for each
WCC Share (the "
Exchange Ratio
"). Pursuant to the Arrangement, Vizsla Copper expects to issue
an aggregate of approximately 43,417,026 Vizsla Copper Shares to WCC shareholders. Upon
completion of the Arrangement, current WCC shareholders will own approximately 65% of the
66,795,425 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 Agreement provides for a
C$750,000
termination fee
payable by WCC to Vizsla Copper in certain circumstances.
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 WCC; and (ii) a simple majority of the votes cast by holders of WC shares,
excluding votes attached to WCC 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 WCC's shareholders called to consider, among other matters, the Arrangement. In
addition to shareholder 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 WCC will be exchanged for options of Vizsla Copper and all
warrants of WCC 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 WCC's information circular, which is expected to
be mailed to shareholders in
October 2022
. It is anticipated that the closing of the Arrangement will
take place in the fourth quarter of 2022. A copy of the Arrangement Agreement will also be filed on
Vizsla Copper's company profile on SEDAR at
www.sedar.com
.
Figure 1 – Woodjam Project Location Map (CNW Group/Vizsla Copper Corp.)
Figure 2 – Woodjam Project Map (CNW Group/Vizsla Copper Corp.)
FINDER'S FEE
In connection with the Arrangement, Vizsla Copper entered into a finder's fee agreement with an
arm's-length party. As compensation for the finder's introduction of Vizsla Copper and WCC, Vizsla
Copper will pay to the finder such number of Vizsla Copper Shares as is equal to 3% of the number
of Vizsla Copper Shares issued to WCC shareholders on closing of the Arrangement. The finder's
fee is subject to approval of the TSXV. Any Vizsla Copper Shares issued to the finder will be subject
to escrow and released over a period of three years after completion of the Arrangement. The finder
has agreed to notify Vizsla Copper of any potential disposition of Vizsla Copper Shares and allow
Vizsla Copper the opportunity to designate the purchase of all or any portion of such shares.
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 mineral exploration and development company focused on its interests in three
British Columbia
copper projects; the Blueberry project, the Carruthers Pass project, and, following
closing of the Arrangement, the Woodjam Project.
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 Consolidation, the Arrangement and the timing
thereof; the benefits of the Arrangement; and exploration activities.
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; risks related
to the COVID-19 pandemic; 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 Listing Application available on
SEDAR under the heading "Item 21: Risk Factors" and 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.
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For further information:
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Chris Donaldson, Chief Executive Officer and Director, Tel: (604) 813-3931, Email:
CO: Vizsla Copper Corp.
CNW 08:00e 08-SEP-22