Vizsla Copper Completes Acquisition of Universal Copper
Vizsla Copper Completes Acquisition of
Universal Copper
VANCOUVER, BC
,
April 18, 2024
/CNW/ - Vizsla Copper Corp. (TSXV: VCU) ("
Vizsla Copper
")
and Universal Copper Ltd. (TSXV: UNV) ("
Universal Copper
") are pleased to announce the
completion of the plan of arrangement under the
Business Corporations Act
(
British Columbia
) (the
"
Arrangement
"), as previously disclosed on
February 14, 2024
. Pursuant to the terms of the
Arrangement, among other things, (i) Vizsla Copper acquired 100% of the issued and outstanding
common shares in the capital of Universal Copper (the "
UNV
Shares
") in exchange for the issuance
of 0.23 common shares in the capital of Vizsla Copper (each whole common share, a "
Vizsla
Copper Share
") to shareholders of Universal Copper ("
Shareholders
") in exchange for each UNV
Share (the "
Exchange Ratio
"), (ii) Universal Copper's outstanding stock options ("
Options
") were
exchanged for options of Vizsla Copper, and (iii) Universal Copper's outstanding warrants became
exercisable to acquire Vizsla Copper Shares, in amounts and at exercise prices adjusted in
accordance with the Exchange Ratio.
On
April 16, 2024
the Supreme Court of
British Columbia
issued the final order to approve the
Arrangement. The Arrangement received the requisite approval of Universal Copper's
securityholders at a special meeting of securityholders held on
April 10
, 2024.
Craig Parry
, Executive Chairman of Vizsla Copper, stated: "The closing of this transaction is very
timely, with the copper market now in structural undersupply. Demand is increasing, driven by new
infrastructure needed for EV, AI, and cloud storage requirements and on the supply side, we have
seen reductions in production rather than expected increases. This has led to certain analyst
predictions that the copper price will be
US$6
/lb or more in the near term. There has never been a
better time to acquire and advance copper projects in a mining-friendly jurisdiction like
British
Columbia
.
We welcome the shareholders of Universal Copper to Vizsla Copper and look forward to the
opportunity to provide value to all stakeholders. I want to thank both the Vizsla Copper and Universal
Copper teams for their hard work to get this done expeditiously. Vizsla Copper is now uniquely
positioned with two significant copper resource bases at the Woodjam and Poplar projects. The
Vizsla Copper team is excited to begin it's work on the large, highly prospective Poplar project which
contains a large, near-surface porphyry-related Cu-Au deposit. We look forward to unlocking
additional value at both Poplar and Woodjam."
Clive Massey
, President and CEO of Universal Copper, stated: "We are thrilled to mark the
completion of this transformative arrangement with Vizsla Copper, a milestone that not only
enhances value for our shareholders but also strengthens our market position. This merger is a
strategic alignment of our assets and visions, designed to accelerate growth and capitalize on our
synergies. The overwhelming support from our shareholders reflects their confidence in the potential
of this combined entity to lead and innovate in the copper industry."
Following the completion of the Arrangement, there are 181,375,021 issued and outstanding Vizsla
Copper Shares.
For additional details regarding the Arrangement see Universal Copper's management information
circular dated
March 5, 2024
, a copy of which can be found under the Univesal Copper's profile on
SEDAR+ at
www.sedarplus.ca
.
The UNV Shares are expected to be de-listed from the TSX Venture Exchange effective as of the
close of business on or about
April 19, 2024
. Vizsla Copper also intends to submit an application to
the applicable securities regulators to have Universal Copper cease to be a reporting issuer and
terminate its public reporting obligations.
Action Required by Universal Copper Shareholders
Registered shareholders of Univesal Copper are reminded to submit a duly completed letter of
transmittal and, as applicable, the certificate(s) and/or DRS advice(s) representing their UNV Shares
to Computershare Investor Services Inc.
Early Warning Reporting
By virtue of its acquisition of all the issued and outstanding UNV 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 Universal Copper's SEDAR+ profile at
www.sedarplus.ca
.
Neither 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.
About Vizsla Copper
Vizsla Copper is a Cu-Au-Mo focused mineral exploration and development company headquartered
in
Vancouver, Canada
. Vizsla Copper 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 exploration properties: Copperview, Redgold and
Carruthers Pass
, all well situated amongst significant infrastructure in
British Columbia
. Vizsla
Copper'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.
About Universal Copper
Universal Copper is a Canadian-based copper exploration company focused on the acquisition and
exploration of copper properties. The Company's management team has many years of experience
in exploration, finance, and efficient public company management. Universal Copper's current focus
is on advancing the Poplar Copper Project, one of the most advanced pre-production copper
projects in
British Columbia
with a historic 43-101 resource.
Cautionary Statement:
Certain information in this news release is considered forward-looking within the meaning of certain
securities laws and is subject to important risks, uncertainties and assumptions. This forward-looking
information includes, among other things, information with respect to the Company's beliefs, plans,
expectations, anticipations, estimates and intentions. The words "may", "could", "should", "would",
"suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar
words and expressions are used to identify forward-looking information. The forward-looking
information in this news release describes the Company's expectations as of the date of this news
release.
The results or events anticipated or predicted in such forward-looking information may differ
materially from actual results or events. Material factors which could cause actual results or events
to differ materially from such forward-looking information include, among others, risks arising from
general economic conditions; adverse industry events; inability to realize anticipated synergies;
future legislative and regulatory developments; inability to access sufficient capital from internal and
external sources, and/or inability to access sufficient capital on favourable terms; income tax and
regulatory matters; the ability of Vizsla to implement their business strategies; competition; and
currency and interest rate fluctuations and other risks. Readers are cautioned that the foregoing list
is not exhaustive.
The Company cautions that the foregoing list of material factors is not exhaustive. When relying on
the Company's forward-looking information to make decisions, investors and others should carefully
consider the foregoing factors and other uncertainties and potential events. The Company has
assumed a certain progression, which may not be realized. It has also assumed that the material
factors referred to in the previous paragraph will not cause such forward-looking information to differ
materially from actual results or events. However, the list of these factors is not exhaustive and is
subject to change and there can be no assurance that such assumptions will reflect the actual
outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS
THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND,
ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT
PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT
RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY
ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR
TIME.
Universal Copper Ltd. Logo (CNW Group/Vizsla Copper Corp.)
SOURCE
Vizsla Copper Corp.
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For further information:
CONTACT INFORMATION: For more information regarding Vizsla Copper
and to sign-up to the mailing list, please contact: Craig Parry, Executive Chairman, Tel: (604) 364-
2215| Email: [email protected]
CO: Vizsla Copper Corp.
CNW 08:00e 18-APR-24