Vizsla Copper Completes Acquisition of Consolidated Woodjam
VIZSLA COPPER COMPLETES ACQUISITION
OF CONSOLIDATED WOODJAM
VANCOUVER, BC
,
Dec. 13, 2022
/CNW/ - Vizsla Copper Corp. (TSXV: VCU) (OTCQB: VCUFF)
("
Vizsla Copper
" or the "
Company
") and Consolidated Woodjam Copper Corp. (TSXV: WCC)
("
WCC
") are pleased to announce the completion of the previously-announced plan of arrangement
under the
Business Corporations Act
(
British Columbia
) (the "
Arrangement
"). Pursuant to the
Arrangement, Vizsla Copper acquired all of the issued and outstanding shares of WCC (the "
WCC
Shares
"). WCC is now a wholly-owned subsidiary of Vizsla Copper.
Craig Parry
, Executive Chairman of Vizsla Copper, stated: "We welcome the shareholders of WCC
to Vizsla Copper and look forward to the opportunity to provide value to all stakeholders. I want to
thank the WCC team for their hard work and high-integrity approach to this process. The copper
market is at the beginning of a long-term supply shortage. Mining-friendly
British Columbia
and the
terrifically located Woodjam property are well-positioned to play a significant role in a copper boom.
Our focus now shifts to advancing and unlocking additional value from the highly prospective
Woodjam project."
Bill Morton
, Chief Executive Officer of WCC, stated: "This transaction with Vizsla Copper reflects the
efforts of the WCC team to create value through building an attractive strategic land portfolio and
ultimately delivers a great outcome for WCC shareholders. We are proud of our accomplishments on
the project and feel the combination of WCC and Vizsla Copper represents an important step in the
project's progression. The transaction is providing our shareholders with exposure to the first-class
Vizsla Copper management team and to participate in the continued growth of Vizsla Copper and the
overall Inventa Capital Group.
Glen Garratt
and I look forward to advising Vizsla Copper's team as
they continue to execute their growth strategy and build upon the success we have already seen at
the Woodjam project."
Transaction Details
Immediately prior to the effective time of the Arrangement, Vizsla Copper completed 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.
Pursuant to the terms of the Arrangement, all of the issued and outstanding WCC Shares were
exchanged for Vizsla Copper Shares on the basis of 0.307206085 Vizsla Copper Shares for each
WCC Share (the "
Exchange Ratio
"). All outstanding stock options of WCC were exchanged for
replacement options of Vizsla Copper and all warrants of WCC became exercisable to acquire
common shares of Vizsla Copper, in amounts and at exercise prices adjusted in accordance with the
Exchange Ratio, all in accordance with the terms of the Arrangement. In connection with the
completion of the Arrangement, Vizsla Copper issued 43,432,346 Vizsla Copper Shares to WCC
shareholders. After completion of the Arrangement, former WCC shareholders own approximately
65% of the 66,810,743 issued and outstanding Vizsla Copper Shares, without taking into account the
issuance of the Finder's Shares (as defined below).
As WCC is now a wholly-owned subsidiary of Vizsla Copper, the WCC Shares will be de-listed from
the TSX Venture Exchange in the coming days. Vizsla Copper also intends to submit an application
to the applicable securities regulators to have WCC cease to be a reporting issuer and terminate its
public reporting obligations.
In connection with the completion of the Arrangement, all of the directors and officers of WCC
resigned. There will be no changes to the board or management of Vizsla Copper. WCC's
Bill
Morton
and
Glen Garratt
have agreed to join Vizsla Copper in an advisory role.
The Arrangement was previously approved by shareholders of WCC on
November 17, 2022
and the
Supreme Court of
British Columbia
on
November 23, 2022
. The remaining conditions to completion
of the Arrangement were satisfied or waived by the parties on
December 13, 2022
.
Full details of the Arrangement and certain other related matters are set out in the management
information circular of WCC dated
October 12, 2022
(the "
Information Circular
"). A copy of the
Information Circular can be found under WCC's profile on SEDAR at
www.sedar.com
.
Former registered shareholders of WCC who have not already done so should submit the
certificates representing their WCC Shares, together with a signed and completed letter of
transmittal, to Computershare Investor Services Inc., the depositary for the Arrangement, in order to
receive the Vizsla Copper Shares to which they are entitled pursuant to the Arrangement. Copies of
the letter of transmittal are available on WCC's SEDAR profile at
www.sedar.com
. Former
shareholders of WCC who hold their WCC Shares through a broker or other intermediary should
follow the instructions provided by such broker or other intermediary to exchange their WCC Shares
for Vizsla Copper Shares. Former shareholders of WCC who require assistance with the completion
of the letter of transmittal are advised to contact Computershare Investor Services Inc. by telephone
(tollfree) at 1-800-732-8683.
Finder's Fee
In connection with the completion of the Arrangement, Vizsla Copper also issued a total of
1,302,970 post-Consolidation Vizsla Copper Shares (the "
Finder's Shares
") to Dalis Investments
Ltd., an arm's length third party, as a finder's fee. The Finder's Shares are subject to a voluntary
escrow arrangement pursuant to which: (i) 12.5% of the Finder's Shares will be released 6, 12, 18
and 24 months after the effective date of the Arrangement; and (ii) 25% of the Finder's Shares will
be released 30 and 36 months after the effective date of the Arrangement.
About WCC
WCC is engaged in copper, gold and molybdenum exploration and development on the Woodjam
project (the "
Woodjam Project
") in central
British Columbia
.
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
Tables 1 to 4.
The qualified person,
Susan Lomas
, P.Geo., has not done sufficient work to classify the historical
estimates as current mineral resources and the issuer is not treating the historical estimates as
current mineral resources.
Table 1 – Historical Mineral Resource Estimate for the Southeast Deposit,
Effective Date
May 15, 2013
Deposit
Category
Tonnage
Grade
Metal Content
M tonnes
% Cu
M lbs Cu
Southeast
Inferred
227.5
0.31
1,507
1.
The Au grade is 0.05 gpt for 391.1 koz, a portion of which may be recovered as a by-product.
2.
These Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
3.
NSR calculation uses USD 1,650/oz Au, USD 3.90/lb Cu and recoveries of 69% Au and 85% Cu
4.
The Mineral Resource is reported at a USD 8.60 NSR cut-off constrained within an optimized pit shell.
5.
The pit shell is based on a price assumption of USD 1,650/oz Au and USD 3.90/lb Cu.
6.
On May 30, 2013, a topography correction was made to the geologic model and as a result the Inferred Mineral Resource figures changed to 221.7 Mt at 0.31 % Cu for 1507.1
Mob Cu and 383.1 koz Au.
7.
Source: "NI 43-101 Technical Report for 2012 Activities on the Woodjam South Property", effective date of March 15, 2013.
On
May 30, 2013
, a topography correction was made to the geological model, and this resulted in a
restatement of the inferred mineral resource results. The corrected numbers are summarized below
in Table 2.
Table 2 – Corrected Historical Mineral Resource Estimate for the Southeast
Deposit, Effective Date
May 30, 2013
Deposit
Category
Tonnage
Grade
Metal Content
M tonnes
% Cu
g/t Au
M lbs Cu
000 oz Au
Southeast
Inferred
221.7
0.31
0.05
1,507
383.7
1.
These Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
2.
NSR calculation uses USD 1,650/oz Au, USD 3.90/lb Cu and recoveries of 69% Au and 85% Cu
3.
The Mineral Resource is reported at a USD 8.60 NSR cut-off constrained within an optimized pit shell.
4.
The pit shell is based on a price assumption of USD 1,650/oz Au and USD 3.90/lb Cu.
5.
Source: "NI 43-101 Technical Report for 2012 Activities on the Woodjam North Property", effective date of March 15, 2013.
Table 3 – Historical Mineral Resource Estimate for the Deerhorn Deposit,
Effective Date
May 15, 2013
Deposit
Category
Tonnage
Grade
Metal Content
M tonnes
% Cu
g/t Au
M lbs Cu
000 oz Au
Deerhorn
Inferred
32.8
0.22
0.49
158
516.2
1.
These Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
2.
NSR calculation uses USD 1,650/oz Au, USD 3.90/lb Cu and recoveries of 56% Au and 64% Cu
3.
The Mineral Resource is reported at a USD 8.60 NSR cut-off constrained within an optimized pit shell.
4.
The pit shell is based on a price assumption of USD 1,650/oz Au and USD 3.90/lb Cu.
5.
Source: "NI 43-101 Technical Report for 2012 Activities on the Woodjam North Property", effective date of March 15, 2013.
Table 4 – Historical Mineral Resource Estimate for the Takom Deposit, Effective
Date
May 15, 2013
Deposit
Category
Tonnage
Grade
Metal Content
M tonnes
% Cu
g/t Au
M lbs Cu
000 oz Au
Takom
Inferred
8.3
0.22
0.26
40
68.2
1.
These Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
2.
NSR calculation uses USD 1,650/oz Au, USD 3.90/lb Cu and recoveries of 56% Au and 64% Cu
3.
The Mineral Resource is reported at a USD 8.60 NSR cut-off constrained within an optimized pit shell.
4.
The pit shell is based on a price assumption of USD 1,650/oz Au and USD 3.90/lb Cu.
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. 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, and
data verification may be required by a qualified person before the Historical Estimates can be
assessed as current resources. There can be no assurance that any of the historical mineral
resources, in whole or in part, will be economically viable. In addition, mineral resources are not
mineral reserves and do not have demonstrated economic viability.
Figure 1 – Woodjam Project Location
(CNW Group/Vizsla Copper Corp.)
Figure 2 – Woodjam Property Map
(CNW Group/Vizsla Copper Corp.)
Early Warning Reporting
By virtue of its acquisition of all the issued and outstanding WCC Shares pursuant to the
Arrangement, Vizsla Copper is required to file an early warning report pursuant to National
Instrument 62-103 -
The Early Warning System and Related Take-Over Bid and Insider Reporting
Issues
. A copy of the early warning report will be filed on WCC's SEDAR profile at
www.sedar.com
.
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.
Susan Lomas
, P.Geo. of Lions Gate Geological Consulting (LGGC) is the Independent QP for the
statement of Historical Mineral Resources in this release.
ABOUT VIZSLA COPPER
Vizsla Copper is a Cu-Au-Mo focused mineral exploration and development company headquartered
in
Vancouver, Canada
. The Company is focused on its flagship Woodjam project, located within the
prolific Quesnel Terrane, 55 kilometers east of the community of
Williams Lake, British Columbia
.
The Company has two additional copper exploration properties, the Blueberry and
Carruthers Pass
projects, 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
and 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
. Vizsla Copper is committed to
socially responsible exploration and development, working safely, ethically, and with integrity.
Vizsla Copper is a spin-out of Vizsla Silver (TSXV: VZLA) (NYSE: VZLA) 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.sedar.com
) 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
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: matters related to WCC after
closing of the Arrangement; and exploration activities at the Company's properties.
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:
and to sign-up to the mailing list, please contact: Chris Donaldson, Chief
Executive Officer and Director, Tel: (604) 813-3931, Email: [email protected]
CO: Vizsla Copper Corp.
CNW 08:00e 13-DEC-22