NYSE: VZLA TSX-V:
VZLA
VANCOUVER, BC, June 11,
2024 /CNW/ - Vizsla Silver Corp. (TSXV: VZLA)
(NYSE: VZLA) (Frankfurt: 0G3)
("Vizsla Silver" or the "Company") wants to remind
its valued shareholders that if the spinout of Vizsla Royalties
Corp. (the "Arrangement") is approved at the Special Meeting
being held on June 17, 2024, the
Company will seek a final order from the Supreme Court of
British Columbia (the
"Court") to approve the Arrangement and closing will occur
on or about June 24, 2024. It
anticipates that June 21, 2024, will
be the record date (the "Record Date"), which shareholders
of record will be entitled to receive spinout shares and spinout
warrants.
The owners of common shares of Vizsla Silver (each a "Vizsla
Silver Share") are entitled to receive one-third of a common
share of Vizsla Royalties Corp. (the "Spinco Shares") and
one-third of a common share purchase warrant of Vizsla Royalties
Corp. (the "Spinco Warrants") for each Vizsla Silver
Share held on the Record Date. 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.
Current Holders of Vizsla Silver Corp. Warrants
For any current outstanding Vizsla Silver Corp. Warrants
("Vizsla Silver Warrants") held on the Record Date that are
exercised for the original exercise price following the completion
of the Arrangement, the Warrantholder will be entitled to receive,
and will accept (in lieu of the Vizsla share to which such
Warrantholder was until then entitled), one New Vizsla Silver share
and one-third of one SpinCo Share. Any fractional entitlements to
SpinCo Shares will be rounded down, and no fractional SpinCo Shares
will be issued.
Any Warrantholders that exercise their warrants before
June 20, 2024, to receive the Vizsla
Silver Shares and holds those shares on the Record Date, will
receive one-third of a common share of a Spinco Share and one-third
of a common share purchase warrant of a Spinco Warrant.
Anyone Warrantholder wishing to exercise their warrants can
contact, Jennifer Hanson, Corporate
Secretary, jen@vizslasilver.ca.
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 +35,000 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.
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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SOURCE Vizsla Silver Corp.