Vizsla Silver Announces Closing Date for Spinout of Vizsla Copper to Vizsla Silver Shareholders (VZLA-TSX-V)
Vizsla Silver Announces Closing Date for
Spinout of Vizsla Copper to Vizsla Silver
Shareholders
(VZLA-TSX-V)
VANCOUVER, BC
,
Sept. 14, 2021
/CNW/ - Vizsla Silver Corp. (TSXV: VZLA) (OTCQB: VIZSF)
(
Frankfurt
: 0G3) ("
Vizsla Silver
" or the "
Company
") is pleased to announce the effective date for
the spin-out of its
British Columbia
copper assets to Vizsla Copper Corp. ("
Vizsla Copper
" or
"
SpinCo
") is expected to occur at
12:01 a.m.
on
September 20, 2021
(the "
Effective Date
").
Pursuant to the terms of the plan of arrangement ("
Arrangement
"), holders of common shares of
Vizsla Silver on
September 17, 2021
will receive one new common share of Vizsla Silver (each, a
"
Vizsla Silver Share
") and 1/3 of a SpinCo share (each, a "
SpinCo Share
"). The existing common
shares of Vizsla Silver are expected to be delisted from the TSX Venture Exchange (the "
TSXV
") on
September 17, 2021
. Vizsla Silver Shares are expected to commence trading on the TSXV at the
market open on
September 20, 2021
. The CUSIP numbers for the new Vizsla Silver Shares and the
SpinCo Shares will be 92859G202 and 92858X107, respectively.
Michael Konnert
, President and Chief Executive Officer of the Company stated: "As all of our efforts
continue to be focused on the
Panuco
silver-gold project in
Mexico
, we believe that the spin out of
the Company's early-stage copper assets will allow for independent advancement of otherwise non-
core assets creating significant shareholder value."
Computershare Investor Services Inc. ("
Computershare
") will forward replacement certificates to
each Vizsla Silver shareholder that is entitled to receive certificates, representing their allotted
number of new Vizsla Silver Shares and SpinCo Shares in accordance with the Arrangement. Letters
of transmittal have been mailed to registered holders of common shares of Vizsla Silver, which must
be completed and returned to Computershare together with the share certificates of Vizsla Silver at
the address specified in the letter of transmittal, in order for Vizsla Silver shareholders to receive
new Vizsla Silver Shares and SpinCo Shares following the Effective Date. A copy of the letter of
transmittal is also available under the Company's profile on SEDAR at
www.sedar.com
. For more
information, see the Company's management information circular dated
May 14, 2021
filed under the
Company's profile on SEDAR at
www.sedar.com
.
Vizsla Copper Listing and Private Placement
SpinCo has received conditional approval to list the SpinCo Shares on the TSXV. Final listing
approval will be subject to SpinCo satisfying all of the listing conditions of the TSXV. In connection
with the Arrangement, SpinCo has received subscriptions for and intends to complete a non-
brokered private placement for gross proceeds of
$5,067,669
, consisting of 23,816,866 SpinCo
Shares at a purchase price of
$0.15
per share for proceeds of
$3,572,530 million
, and 8,306,331
flow-through SpinCo Shares at a purchase price of
$0.18
per flow-through share for proceeds of
$1,495
,140 million. The private placement is expected to close in connection with the
commencement of trading of SpinCo Shares on the TSXV. SpinCo will announce by way of a further
press release the date on which trading of the SpinCo Shares will commence, which is expected to
be before the end of September, 2021. The trading symbol for the SpinCo Shares will be "VCU". In
order to satisfy TSXV listing requirements, Vizsla Silver has agreed to transfer cash to SpinCo in the
amount of
$1,122,356
in connection with the completion of the Arrangement.
Further details regarding Vizsla Copper are contained in Vizsla Copper's TSXV Form 2B Listing
Application, which is expected to be available under Vizsla Copper's profile on SEDAR at
www.sedar.com
.
Eligibility for Registered Plans
As disclosed in the Company's management information circular, the SpinCo Shares issued on the
Effective Date will be qualified investments for RRSPs, RRIFs, RESPs, TFSA and similar registered
plans provided that the shares are listed on a "designated stock exchange" as defined in the
Income
Tax Act
(
Canada
) as of the Effective Date. The SpinCo Shares are not currently listed on a
"designated stock exchange" and SpinCo is not otherwise a "public corporation" (as such term is
defined in the
Income Tax Act
). Subject to SpinCo satisfying the conditions of listing, the TSXV will
list SpinCo Shares on the TSXV with trading halted as of
September 17, 2021
, thus rendering the
SpinCo Shares issued on the Effective Date as unconditionally listed on a "designated stock
exchange" within the meaning of the Income Tax Act at the time of issuance.
About Vizsla Silver
Vizsla is a Junior mineral exploration and development company focused on advancing its flagship,
100%-owned
Panuco
silver-gold project located in
Sinaloa, Mexico
. To date, Vizsla has completed
over 75,000 meters of drilling at
Panuco
leading to the discovery of several new high-grade veins.
With an ongoing fully funded
+100,000m
drill program, the company is actively advancing towards
delivering a maiden project mineral resource in the first quarter of 2022 while in parallel continuing to
explore the significant upside potential remaining in the district.
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.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This news release contains forward-looking statements relating to the future operations of the
Company and SpinCo and other statements that are not historical facts. Forward-looking statements
are often identified by terms such as "will", "may", "plan", "should", "anticipate", "expects", "intends",
"indicates" and similar expressions. All statements other than statements of historical fact, included
in this release, including, without limitation, statements regarding the future plans and objectives of
the Company and SpinCo are forward-looking statements. Forward-looking statements in this news
release include, but are not limited to, the expected timeline and date of completion of the
Arrangement, the ability of the parties to satisfy, in a timely manner, the other conditions to closing
of the Arrangement, the future listing of SpinCo, the expected timeline and completion of the SpinCo
private placement and the listing of the SpinCo Shares on the TSXV and the preparation of an initial
mineral resource at the
Panuco
project in the first quarter of 2022. There can be no assurance that
the Arrangement will be completed or that it will be completed on the terms and conditions
contemplated in this news release. The Arrangement could be modified or
terminated in accordance with its terms. Such forward-looking statements, and any assumptions
upon which they are based, are made in good faith and reflect our current judgment regarding the
direction of our business. Management believes that these assumptions are reasonable. Forward-
looking information involves known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by the forward-
looking information.
Such factors include, among others: the Arrangement will be completed on the terms currently
contemplated, the Arrangement will be completed in accordance with the timing currently expected
without any undue delay, all conditions to the completion of the Arrangement will be satisfied or
waived in due course and the Arrangement Agreement will not be terminated prior to the completion
of the Arrangement, assumptions and expectations related to the trading price of Vizsla Silver and
the future listing of SpinCo, and other expectations and assumptions concerning the Arrangement.
Assumptions have been made regarding, among other things, regulatory review, the price of silver,
gold and other metals; no escalation in the severity of the COVID-19 pandemic; costs of exploration
and development; the estimated costs of development of exploration projects; the Company's ability
to operate in a safe and effective manner and its ability to obtain financing on reasonable terms.
Other risks and uncertainties include, among other things: the Arrangement may not be completed
on the terms, or in accordance with the timing currently contemplated, or at all; the Company and
SpinCo has incurred expenses in connection with the Arrangement and will be required to pay for
those expenses regardless of whether or not the Arrangement is completed; the possibility of
adverse reactions or changes in business relationships resulting from the announcement or
completion of the Arrangement; the failure to realize the expected benefits of the Arrangement; and
other risks inherent to Vizsla Silver's current business and/or factors beyond its control which could
have a material adverse effect on Vizsla Silver or the ability to consummate the Arrangement.
Forward-looking statements contained herein are made as of the date of this news release and
the Company disclaims any obligation to update any forward-looking statements, whether as a result
of new information, future events or results, except as may be required by applicable securities
laws. There can be no assurance that forward-looking information 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 information.
SOURCE
Vizsla Silver Corp.
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For further information:
For more information and to sign-up to the mailing list, please contact:
Michael Konnert, President and Chief Executive Officer, Tel: (604) 838-4327 | Email:
CO: Vizsla Silver Corp.
CNW 16:06e 14-SEP-21