Vizsla Silver Mails Management Information Circular in Connection with Special Meeting to Approve Spinout of Vizsla Royalties
Vizsla Silver Mails Management Information Circular in Connection with
Special Meeting to Approve Spinout of Vizsla Royalties
NYSE: VZLA TSX-V: VZLA
VANCOUVER, BC
,
May 22, 2024
/CNW/ -
Vizsla Silver Corp.
(TSXV: VZLA) (NYSE: VZLA) (
Frankfurt
: 0G3) ("
Vizsla Silver
" or the "
Company
") has filed the
management information circular (the "
Circular
") and related meeting materials in connection with the special meeting of shareholders (the "
Meeting
") to be held
on
June 17, 2024
at
10:00 a.m. (PST)
at 555 Burrard Street, 11th Floor, Suite 1165,
Vancouver, British Columbia
. The board of directors of the Company set
May 13, 2024
as the record date for determining the shareholders entitled to receive notice and vote at the Meeting.
The purpose of the Meeting is to seek approval of the previously announced spinout by way of a plan of arrangement (the "
Arrangement
") between Vizsla Silver
and Vizsla Royalties Corp. ("
Spinco
"), whereby the owners of common shares of Vizsla Silver (each a "
Vizsla Silver Share
") are entitled to receive one-third of a
common share of Spinco (the "
Spinco Shares
") and one-third of a common share purchase warrant of Spinco (the "
Spinco Warrants
") for each Vizsla Silver
Share held immediately prior to the closing of the Arrangement. Each full Spinco Warrant will entitle the holder thereof to purchase one Spinco Share at an
exercise price of
$0.05
per share for a period expiring on the earlier of: (i) 120 days after the date the Spinco Shares and Spinco Warrants are listed on the TSX
Venture Exchange (the "
TSXV
"); and (ii)
December 31, 2025
.
The Arrangement will require approval by at least two-thirds (66.6%) of the votes cast by shareholders present in person or represented by proxy and entitled to
vote at the Meeting. Vizsla Silver has obtained an interim order of the Supreme Court of
British Columbia
(the "
Court
"). Subject to approval by the Vizsla Silver
shareholders, Vizsla Silver will seek a final order from the Court approving the Arrangement. The Company anticipates the Arrangement to close on or about
June
24, 2024
, and it is expected that shareholders of record on
June 21, 2024
will be entitled to receive spinout shares.
Mailing of the management information circular and related meeting materials has commenced and shareholders should receive them shortly. All of the meeting
materials can be downloaded from Vizsla Silver's website at
https://vizslasilvercorp.ca
and also from the Company's profile on SEDAR+ at
www.sedarplus.ca
.
The deadline for returning proxies for the Meeting is
June 15, 2024
at
10:00 a.m. (PST)
.
This announcement is for informational purposes only and does not constitute a solicitation or a proxy.
Post-Arrangement Matters
Immediately after completion of the Arrangement, shareholders of Vizsla Silver are expected to hold approximately 45% of the issued and outstanding Spinco
Shares, while Vizsla Silver will retain the remaining approximately 55%.
Spinco has made an application to list the Spinco Shares and Spinco Warrants on the TSXV. There is no guarantee when, or if, such listings will be completed.
Such listings will be subject to Spinco fulfilling all of the listing requirements of the TSXV.
Following closing of the Arrangement, Vizsla Silver and Spinco intend to complete a number of steps, including the following (collectively, the "
Post-Closing
Steps
"): (a) the parties will settle an outstanding loan from Vizsla Silver into Spinco Shares, (b) Vizsla Silver will make an additional
$3,500,000
loan to Spinco,
(c) Spinco will exercise its buyback right on an underlying royalty on the Panuco Project, after which point the royalty held by Spinco will consist of a 2% net
smelter returns royalty on the entire Panuco Project, (d) Spinco will complete a private placement for gross proceeds of at least $3,000,000, and (e) Spinco will
complete a consolidation of the Spinco Shares on the basis of one new Spinco Share for every ten old Spinco Shares.
Vizsla Silver and Spinco have entered into a royalty right agreement which provides that, if Vizsla Silver or any of its affiliates acquires any a mineral property
within a two-kilometer boundary around the Panuco Project, it must offer Spinco a net smelter returns royalty on such mineral property to Spinco on terms
proposed by Vizsla Silver.
The foregoing discussion of the Arrangement and the Post-Closing Steps is intended to provide a general summary only. Shareholders are encouraged to read
the Circular in its entirety.
About the Panuco Project
The newly consolidated
Panuco
silver-gold project is an emerging high-grade discovery located in southern
Sinaloa, Mexico
, near the city of Mazatlán. The
7,189.5 hectare, past producing district benefits from over 86 kilometres of total vein extent, 35 kilometres of underground mines, roads, power, and permits.
The district contains intermediate to low sulfidation epithermal silver and gold deposits related to siliceous volcanism and crustal extension in the Oligocene and
Miocene. Host rocks are mainly continental volcanic rocks correlated to the Tarahumara Formation.
On
January 8, 2024
, the Company announced an updated mineral resource estimate for
Panuco
which includes an estimated in-situ indicated mineral resource of
155.8 Moz AgEq and an in-situ inferred resource of 169.6 Moz AgEq.
About Vizsla Silver
Vizsla Silver is a Canadian mineral exploration and development company headquartered in
Vancouver, BC
, focused on advancing its flagship, 100%-owned
Panuco
silver-gold project located in
Sinaloa, Mexico
. To date, Vizsla Silver has completed over 350,000 metres of drilling at
Panuco
leading to the discovery of
several new high-grade veins. For 2024, Vizsla Silver is focused on de-risking the resource base located in the western portion of the district ahead of a
development decision. Additionally, Vizsla Silver has budgeted +65,000 metres of resource/discovery-based drilling designed to upgrade and expand the Project's
mineral resource, as well as test other high priority targets across the district.
In accordance with NI 43-101,
Jesus Velador
, Ph.D. MMSA QP, Vice President of Exploration, is the Qualified Person for the Company and has validated and
approved the technical and scientific content of this news release.
Website:
www.vizslasilvercorp.ca
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.
NOTE REGARDING FORWARD LOOKING STATEMENTS
The information contained herein contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995
and "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to,
statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including, without
limitation, planned exploration activities. Generally, but not always, forward-looking information and statements can be identified by the use of words such as
"plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or
variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or
the negative connotation thereof. Forward-looking statements in this news release include, among others, statements relating to: timing, structure and completion
of the Arrangement; the terms of the Arrangement; the Post-Closing Steps; and exploration, development, and production at
Panuco
.
Forward
looking statements and forward
looking information relating to any future mineral production, liquidity, enhanced value and capital markets profile of the
Company, future growth potential for the Company and its business, and future exploration plans are based on management's reasonable assumptions, estimates,
expectations, analyses and opinions, which are based on management's experience and perception of trends, current conditions and expected developments, and
other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made
regarding, among other things, the price of silver, gold, and other metals; no escalation in the severity of public health crises; 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.
These statements reflect the Company's respective current views with respect to future events and are necessarily based upon a number of other assumptions
and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social
uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance, or achievements to be materially different from
the results, performance or achievements that are or may be expressed or implied by such forward
looking statements or forward-looking information and the
Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the Company's dependence
on one mineral project; precious metals price volatility; risks associated with the conduct of the Company's mining activities in
Mexico
; regulatory, consent or
permitting delays; risks relating to reliance on the Company's management team and outside contractors; risks regarding mineral resources and reserves; the
Company's inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate
sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects, including the
inaccuracy of reserves and resources, metallurgical recoveries and capital and operating costs of such projects; contests over title to properties, particularly title
to undeveloped properties; laws and regulations governing the environment, health and safety; the ability of the communities in which the Company operates to
manage and cope with the implications of public health crises; the economic and financial implications of public health crises to the Company; operating or
technical difficulties in connection with mining or development activities; employee relations, labour unrest or unavailability; the Company's interactions with
surrounding communities and artisanal miners; the Company's ability to successfully integrate acquired assets; the speculative nature of exploration and
development, including the risks of diminishing quantities or grades of reserves; stock market volatility; conflicts of interest among certain directors and officers;
lack of liquidity for shareholders of the Company; litigation risk; ongoing military conflicts around the world; general economic factors; and the factors identified
under the caption "Risk Factors" in the Company's management discussion and analysis and other public disclosure documents.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking
information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be
no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those
anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company undertakes
no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.
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For further information:
and to sign-up to the mailing list, please contact: Michael Konnert, President and Chief Executive Officer, Tel: (604) 364-2215, Email:
CO: Vizsla Silver Corp.
CNW 18:30e 22-MAY-24