VIZSLA ROYALTIES TO ACQUIRE ADDITIONAL 3.0% NSR ON PANUCO PROJECT AND ANNOUNCES US$40 MILLION FINANCING Base shelf prospectus is accessible, and prospectus supplement will be accessible within two business days, on SEDAR+
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FOR IMMEDIATE RELEASE June 4, 2025
VIZSLA ROYALTIES TO ACQUIRE ADDITIONAL 3.0% NSR ON PANUCO PROJECT AND
ANNOUNCES US$40 MILLION FINANCING
Base shelf prospectus is accessible, and prospectus supplement will be accessible within two
business days, on SEDAR+
NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES
Vancouver, British Columbia ( June 4 , 2025 ) – Vizsla Roy alties Corp. (TSX-V: VROY , OTCQB: VROYF )
(“Vizsla Royalties” or the “ Company”) is pleased to announce it has entered into a royalty purchase
agreement dated June 4 , 2025 (the “Purchase Agreement ”) with Grupo Minero Bacis , S.A. de C.V.,
pursuant to which the Company will acquire an additional 3.0% net smelter returns (“NSR”) royalty (the
“3.0% Royalty”) on certain concessions (the “Silverstone Concessions”) comprising the Panuco-Copala
Silver-Gold Project (“Panuco Project”) located in the State of Sinaloa, Mexico (the “Transaction”). The
Panuco Project is owned and operated by Vizsla Silver Corp. (“Vizsla Silver”) (TSX: VZLA; NYSE: VZLA) and
is being advanced toward production.
“This is a transformative acquisition for Vizsla Royalties”, stated Michael Pettingell, CEO. “We have now
fully consolidated all royalties in the Panuco district, significantly increasing shareholder exposure to one
of the highest-grade silver-gold districts in the world. Vizsla Royalties is a publicly-traded company with a
Tier-1 silver royalty, which could ultimately serve as a cornerstone asset from which to develop a broader
portfolio of quality precious metals royalties in the years to come.”
Vizsla Royalties currently holds a 0.5% NSR on the Silverstone Concessions, which was established as part
of its spin -out from Vizsla Silver in 2024 . Upon acquiring the 3.0% Royalty in connection with the
Transaction, the Company will hold a 3.5% NSR on the Silverstone Concessions, significantly increasing its
exposure to one of the most advanced and high -grade silver-gold development districts in the world,
positioning shareholders to benefit from long -term value creation as the Panuco Project progresses
toward production. Vizsla Royalties also holds a 2.0% NSR on certain other concessions (the “Rio Panuco
Concessions”) comprising the Panuco Project.
Figure 1 – Map Depicting the Silverstone Concessions and the Rio Panuco Concessions
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Source: Vizsla Silver corporate presentation dated June 2025.
Under the terms of the Purchase Agreement, Vizsla Royalties will exercise its right to repurchase 50% of
the 3.0% Royalty for US$1.95 million and will purchase the remaining 50% of the 3.0% Royalty for
US$38.05 million, for a total cash consideration of US$40 million subject to potential adjustment in
customary circumstances.
The Transaction is an arm’s length transaction. No finder’s fees are payable in connection with the
Transaction.
Financing to Fund Acquisition
The Company is pleased to announce that it has entered into an agreement with CIBC Capital Markets
(“CIBC”), as lead bookrunner and underwriter, on its own behalf and on behalf of a syndicate of
underwriters (the “Underwriters”), pursuant to which the Unde rwriters have agreed to purchase, on a
“bought deal” basis, 27,400,000 common shares (the “Shares”) of the Company at a price of C$2.00 per
Share for aggregate gross proceeds of C$54,800,000 (the “Offering”), excluding any potential additional
proceeds raised from the exercise of the Over-Allotment Option (defined below).
The Company has granted the Underwriters an option to purchase up to an additional 15% of the Shares
sold under the Offering (the “Over-Allotment Option”), exercisable in whole or in part at any time for a
period of 30 days following the closing date, on the same terms as the Offering.
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The net proceeds of the Offering will be used to fund the cash consideration for the acquisition of the
3.0% Royalty and for general corporate purposes.
The Shares will be offered in each of the provinces and territories of Canada (other than Quebec) pursuant
to a prospectus supplement to the Company’s base shelf prospectus dated May 20, 2025, which will be
filed with the securities commissions and other similar regulatory authorities in each of the provinces and
territories of Canada. The Shares may also be sold by way of private placement in the United States or
such other jurisdictions as agreed by the Company and the Underwriters.
The Transaction and the Offering are expected to close concurrently on or about June 12, 2025, subject
to customary closing conditions, including the receipt of all necessary regulatory approvals, including the
acceptance of the TSX Venture Exchange (the “TSXV”).
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in
the United States. The securities offered have not been, nor will they be, registered under the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any applicable state securities
laws, and may not be offered or sold in the United States unless registered under the U.S. Securities Act
and applicable state securities laws or pursuant to an exemption therefrom.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there
be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Access to the prospectus supplement, the base shelf prospectus and any amendments to the documents
is provided in accordance with securities legislation relating to procedures for providing access to a
prospectus supplement, a base shelf prospectus and any amendment. The base shelf prospectus i s, and
the prospectus supplement will be (within two business days of the date hereof), accessible on SEDAR+
at www.sedarplus.ca. An electronic or paper copy of the prospectus supplement, the base shelf
prospectus and any amendment to the documents may be obtained, without charge, from CIBC Capital
Markets, 161 Bay Street, 5th Floor, Toronto, ON M5J 2S8 or by telephone at 416-956-6378 or by email at
[email protected] by providing an email address or address, as applicable. The base
shelf prospectus and prospectus supplement contain important, detailed information about the Company
and the proposed Offering. Prospective investors should read the base shelf prospectus and prospectus
supplement (when filed) before making an investment decision.
Advisors and Counsel
CIBC is acting as financial advisor to Vizsla Royalties, with Forooghian + Company Law Corporation acting
as legal advisor to the Company in relation to the Transaction and the Public Offering . Borden Ladner
Gervais LLP is acting as legal advisor to CIBC in relation to the Offering.
About Vizsla Royalties Corp.
Vizsla Royalties Corp. is a precious metals focused royalty company. The Company’s principal asset is a
Net Smelter Return Royalty on Vizsla Silver Corp.’s (TSX: VZLA, NYSE: VZLA) flagship Panuco Project located
in Mexico . Panuco is a world-class silver and gold development project actively advancing towards
production. A Preliminary Economic Study for Panuco was published in July 2024 which highlights 15.2
Moz AgEq of annual production over an initial 10.6-year mine life, an after -tax NPV5% of US$1.1B, 86%
IRR and a 9-month payback at US$26/oz Ag and US$1,975/oz Au.
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Contact Information: For more information and to sign-up to the mailing list, please contact:
Michael Pettingell, Chief Executive Officer
Tel: (604) 364-2215
Email: [email protected]
Website: www.vizslaroyalties.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
TECHNICAL AND THIRD-PARTY INFORMATION
Except where otherwise stated, the disclosure in this press release relating to the Panuco Project is based
on information publicly disclosed by Vizsla Silver and information/data available in the public domain as
at the date hereof and none of this inform ation has been independently verified by Vizsla Royalties.
Specifically, as a royalty holder, Vizsla Royalties has limited access to the Panuco Project. Although Vizsla
Royalties does not have any knowledge that such information may not be accurate, there can be no
assurance that such third-party information is complete or accurate. Some information publicly reported
on the Panuco Project by Vizsla Silver may relate to a larger property than the area covered by Vizsla
Royalties’ royalty interests.
Unless otherwise indicated, the technical and scientific disclosure contained or referenced in this press
release, including any references to mineral resources or mineral reserves, was prepared in accordance
with NI 43 -101, which differs significantly from the re quirements of the U.S. Securities and Exchange
Commission (the “ SEC”) applicable to U.S. domestic issuers. Accordingly, the scientific and technical
information contained or referenced in this press release may not be comparable to similar information
made public by U.S. companies subject to the reporting and disclosure requirements of the SEC.
“Inferred mineral resources” have a great amount of uncertainty as to their existence and great
uncertainty as to their economic and legal feasibility. It cannot b e assumed that all or any part of an
inferred mineral resource will ever be upgraded to a higher category. Historical results or feasibility
models presented herein are not guarantees or expectations of future performance.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward -looking statements and forward -looking information (collectively,
“forward-looking statements”) within the meaning of applicable securities laws. Often, but not always,
forward-looking statements ca n be identified by the use of words such as “plans”, “expects”, “is
expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “predicts”, “projects”, “intends”, “targets”,
“aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases
or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”,
“might” or “will” be taken, occur or be achieved. Forward-looking statements include, but are not limited
to: the satisfact ion of the conditions required for the closing of the Transaction; the closing of the
Transaction; statements with respect to expected construction and production at the Panuco Project, the
accretive nature of and value to be derived from the Transaction, the filing of a prospectus supplement
for the Offering, the timing, structure, activities and completion of the Offering; the use of proceeds from
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the Offering and the Over -Allotment Option; future exploration, development, and production of the
Panuco Pro ject, and other anticipated developments, achievements and economics of, the Panuco
Project. Forward-looking statements and information are based on forecasts of future results, estimates
of amounts not yet determinable and assumptions that, while believed by management to be reasonable,
are inherently subject to significant business, economic and competitive uncertainties, and contingencies.
Forward-looking statements and information are subject to various known and unknown risks and
uncertainties, many of which are beyond the ability of Vizsla Royalties to control or predict, that may
cause Vizsla Royalties’ actual results, performance or achievements to be materially different from those
expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties
and other factors set out herein, including but not limited to: the risk that the parties may be unable to
satisfy the closing conditions for the Transaction or that the Transaction may not be completed; the
Company’s ability to make the required payments under the Acquisition Agreement including the US$40M
payment; risks associated with the impact of general business and economic conditions; the absence of
control over mining operations from which Vizsla Royalties will pur chase precious metals or from which
it will receive stream or royalty payments and risks related to those mining operations, including risks
related to international operations, government and environmental regulation, delays in mine
construction and opera tions, actual results of mining and current exploration activities, conclusions of
economic evaluations and changes in project parameters as plans are refined; problems related to the
ability to market precious metals or other metals; industry conditions, including commodity price
fluctuations, interest and exchange rate fluctuations; interpretation by government entities of tax laws or
the implementation of new tax laws; regulatory, political or economic developments in any of the
countries where properties in which Vizsla Royalties holds a royalty, stream or other interest are located
or through which they are held; risks related to the operators of the properties in which Vizsla Royalties
holds a royalty or stream or other interest, including changes in t he ownership and control of such
operators; risks related to global pandemics and the spread of other viruses or pathogens; influence of
macroeconomic developments; business opportunities that become available to, or are pursued by Vizsla
Royalties; reduced access to debt and equity capital; litigation; title, permit or license disputes related to
interests on any of the properties in which Vizsla Royalties holds a royalty, stream or other interest; the
volatility of the stock market; competition; future sa les or issuances of debt or equity securities; use of
proceeds; dividend policy and future payment of dividends; liquidity; market for securities; enforcement
of civil judgments; and risks relating to Vizsla Royalties potentially being a passive foreign in vestment
company within the meaning of U.S. federal tax laws; and the other risks and uncertainties disclosed in
documents filed with or submitted to the Canadian securities regulatory authorities on the SEDAR+
website at www.sedarplus.ca Although Vizsla Royalties has attempted to identify important factors that
could cause actual actions, events or results to differ materially from those described in forward -looking
statements, there may be other factors that cause actions, events or results not to be as a nticipated,
estimated or intended. There can be 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
statements. Accordingly, readers should not place undue reliance on forward-looking statements. Vizsla
Royalties undertakes no obligation to update forward -looking information except as required by
applicable law. Such forward -looking information represents management’s best judgment based on
information currently available. No forward -looking statement can be guaranteed, and actual future
results may vary materially. Accordingly, readers are advised not to place undue reliance on forward -
looking statements or information.