NYSE: VZLA TSX-V: VZLA
/This news release is not for distribution to U.S. newswire
services or for dissemination in the United Shares/
VANCOUVER, BC, March 27, 2024 /CNW/ - Vizsla Silver Corp.
(TSXV: VZLA) (NYSE: VZLA) (Frankfurt: 0G3) ("Vizsla Silver" or the
"Company") is pleased to announce that it has executed an
arrangement agreement with Vizsla Royalties Corp. ("Vizsla
Royalties"), whereby the business of the Company will be
reorganized into two companies by way of a plan of arrangement (the
"Arrangement") under the Business Corporations Act
(British Columbia). Vizsla Silver
shareholders will vote on the Arrangement at a special meeting of
shareholders ("Meeting") to be held on a date to be
announced. To be effective, the Arrangement must be approved by a
special resolution passed by at least 66⅔% of the votes cast by
Vizsla Silver shareholders present in person or represented by
proxy at the Meeting, which shareholders are entitled to one vote
for each Vizsla Silver share held.
The Arrangement involves, among other things, the distribution
of common shares (the "Vizsla Royalties Shares") and
warrants of Vizsla Royalties (the "Vizsla Royalties
Warrants") to Vizsla Silver shareholders such that each
shareholder as of a particular date, immediately prior to closing
of the transaction (the "Record Date") will receive 1/3 of a
Vizsla Royalties Share and 1/3 of a Vizsla Royalties Warrant for
each common share of Vizsla Silver (the "Vizsla Silver
Shares") held as of the Record Date. Vizsla Silver warrants
will also be adjusted and Vizsla Silver options will be replaced
pursuant to the Arrangement as described in more detail in the
information circular ("Circular") that will be mailed to
shareholders prior to the Meeting.
After careful consideration, the Board of Directors has
unanimously determined that the Arrangement is fair to shareholders
and is in the best interests of the Company. A description of the
various factors considered by the Board of Directors in arriving at
this determination will be provided in the Circular.
ATM Program
The Company also announces that it has entered into an equity
distribution agreement (the "Distribution Agreement") with
Canaccord Genuity Corp. ("Canaccord Genuity") and filed a
Prospectus Supplement (as defined below) in respect of an
at-the-market equity program (the "ATM Program").
The ATM Program allows the Company to issue and sell up to
C$50,000,000 of Vizsla Silver Shares
from treasury to the public, from time to time, through Canaccord
Genuity, at the Company's discretion and in accordance with the
terms and conditions of the Distribution Agreement. All Vizsla
Silver Shares issued under the ATM Program will be sold in
transactions that are deemed to be "at-the-market distributions" as
defined in National Instrument 44-102 – Shelf Distributions,
including sales made directly on the TSX Venture Exchange or on any
other "marketplace" (as defined in National Instrument 21-101 –
Marketplace Operation) in Canada, and/or any other method permitted by
applicable law, at the prevailing market price at the time of sale
and, as such, prices may vary among purchasers during the period of
the ATM Program.
"It is prudent for Vizsla Silver to have an ATM Program
available for optionality," commented Michael Konnert, President & CEO. "The
Company never utilized the ATM that it had in place from
April 2021 until March 2023. The Company does not expect to use
the ATM Program in the regular course of business."
The ATM Program is intended to provide the Company with
additional financing flexibility should it be required in the
future. The volume and timing of distributions under the ATM
Program, if any, will be determined in the Company's sole
discretion. Distributions of the Vizsla Silver Shares under the ATM
Program will be made pursuant to the terms and conditions of the
Distribution Agreement.
The ATM Program will be effective until the earlier of the date
on which (i) the issuance and sale of all of the Vizsla Silver
Shares issuable pursuant to the ATM Program have been completed,
and (ii) the receipt issued for the Shelf Prospectus (as defined
below) ceases to be effective, unless earlier terminated prior to
such date by the Company or Canaccord Genuity in accordance with
the terms of the Distribution Agreement. The Company intends to use
the net proceeds from the ATM Program, if any, for general
corporate purposes and working capital needs. The Company will
pay Canaccord Genuity a cash fee equal to 3% of the gross
proceeds of Vizsla Silver Shares sold under the Distribution
Agreement.
The offering of Vizsla Silver Shares under the ATM Program is
qualified by a prospectus supplement dated March 26, 2024 (the "Prospectus
Supplement") to the short form base shelf prospectus dated
March 31, 2023 (the "Shelf
Prospectus"), which were each filed with the applicable
securities regulatory authorities in each of the provinces and
territories in Canada. The
Distribution Agreement, the Prospectus Supplement and the Shelf
Prospectus are available on the System for Electronic Document
Analysis and Retrieval + website at www.sedarplus.ca.
Alternatively, Canaccord Genuity will send copies of the
Distribution Agreement, the Prospectus Supplement and the Shelf
Prospectus upon request by contacting Canaccord Genuity at:
Canaccord Genuity Corp., Suite 2100, 40 Temperance Street,
Toronto, Ontario M5H 0B4
or by email at ecm@cgf.com.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy the Vizsla Silver Shares, nor shall
there be any sale of the Vizsla Silver Shares in any province,
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such province, state or jurisdiction.
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.
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
derisking 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.
Qualified Person
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 reviewed and approved
the technical and scientific content of this news release.
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.
SPECIAL 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. 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 other things,
statements regarding the Arrangement, including statements
regarding the Meeting and the Circular, the issuance, sale and
distribution of Vizsla Silver Shares pursuant to the ATM Program,
including the price, volume and timing of any distributions; the
intended use of net proceeds from the ATM Program, if any; and
other statements that are not historical facts.
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 annual information form 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.
SOURCE Vizsla Silver Corp.