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Vizsla Copper Corp. (TSXV: VCU) (OTCQB: VCUFF) (" Vizsla Copper " or the " Company ") is pleased to announce the closing of its previously announced marketed best efforts brokered private placement (the " Offering ") for aggregate gross proceeds of approximately C$5,463,000 . Under the Offering, the Company sold 9,379,088 units of the Company (the " Units ") at a price of C$0.11 per Unit and 36,923,800 flow-through units of the Company (the " FT Units ", and together with the Units, the " Offered Units ") at a price of C$0.12 per FT Unit.
Each Unit consists of one common share of the Company (each, a " Unit Share ") and one half of one common share purchase warrant (each whole warrant, a " Warrant "). Each FT Unit consists of one common share of the Company to be issued as a "flow-through share" within the meaning of the Income Tax Act ( Canada ) (each, a " FT Share ") and one half of one Warrant. Each whole Warrant shall entitle the holder to purchase one common share of the Company (each, a " Warrant Share ") at a price of $0.16 at any time on or before June 19 , 2026.
Chairman and CEO Craig Parry commented "The upsizing and closing of this financing demonstrate the strong support for what we are building at Vizsla Copper. We've recently seen the copper price rise to an all-time high, reflecting the tightness of the copper market. Economists forecast that copper will be in increasingly short supply for years to come, and higher copper prices will ensue. In this environment, copper projects in safe, stable jurisdictions like ours in British Columbia will become more prized and valuable over coming years. We will update the market in the near future on our upcoming fully funded drill program at the highly prospective Woodjam Copper-Gold Project in central British Columbia ."
The Offering was conducted by Red Cloud Securities Inc. (the " Lead Agent "), acting as lead agent and sole bookrunner, and Agentis Capital Markets Limited Partnership (collectively, the " Agents "). In connection with the Offering, the Company paid to the Agents a cash commission of C$285,729.35 and issued 2,404,580 broker warrants (the " Broker Warrants "). Each Broker Warrant is exercisable into one common share of the Company at a price of $0.11 per share at any time on or before June 19, 2026 .
The Company intends to use the net proceeds from the sale of Units for working capital and general corporate purposes. The gross proceeds from the sale of the FT Units will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in the Income Tax Act ( Canada ) (the " Qualifying Expenditures ") related to the Company's projects in British Columbia, Canada . All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Units effective December 31, 2024 .
The Offered Securities are subject to a four-month and one day hold period under applicable Canadian securities laws. Closing of the Offering is subject to final approval of the TSX Venture Exchange (the " TSX-V ").
Directors and officers of the Company subscribed for an aggregate of 1,563,636 Units and 3,241,667 FT Units for gross proceeds of $561,000 under the Offering. Participation by insiders of the Company in the Offering constitutes a related-party transaction as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The issuance of securities is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 as the common shares of the Company are listed on the TSX-V. The issuance of securities is also exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(b) of MI 61-101 as the fair market value was less than $2,500,000 .
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States . The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act ") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Vizsla Copper
Vizsla Copper is a Cu-Au-Mo focused mineral exploration and development company headquartered in Vancouver, Canada . The Company 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 . Following closing of the Arrangement, Vizsla Copper will control a fifth project, the Poplar Project. The Company'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.
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.
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: obtaining the required regulatory approvals; the intended use of proceeds of the Offering; the incurrence of Qualifying Expenditures and the renouncement of such expenditures; exploration and development of the Company's properties; and the Company's growth and business strategies.
Such forward-looking information and statements are based on numerous assumptions, including among others, that the results of planned exploration activities are as anticipated, the anticipated cost of planned exploration activities, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms, that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Company's planned exploration activities will be available on reasonable terms and in a timely manner. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.
Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: negative operating cash flow and dependence on third party financing, uncertainty of additional financing, no known mineral reserves or resources, the limited operating history of the Company, the influence of a large shareholder, aboriginal title and consultation issues, reliance on key management and other personnel, actual results of exploration activities being different than anticipated, changes in exploration programs based upon results, availability of third party contractors, availability of equipment and supplies, failure of equipment to operate as anticipated; accidents, effects of weather and other natural phenomena and other risks associated with the mineral exploration industry, environmental risks, changes in laws and regulations, community relations and delays in obtaining governmental or other approvals.
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 Copper Corp.
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