/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, Dec. 1, 2025 /CNW/ - Vizsla Copper Corp. (TSXV: VCU) (OTCQB: VCUFF) ("Vizsla Copper" or the "Company") is pleased to announce that effective Thursday, December 4, 2025 (the "Effective Date"), the Company will implement the previously announced share consolidation on the basis of ten pre-consolidation common shares for each one post-consolidation common share (the "Consolidation"). The Company has received approval for the Consolidation from the TSX Venture Exchange.
Following the Consolidation, the common shares of the Company are scheduled to begin trading on a post-consolidation basis at market open on Thursday, December 4, 2025. The Company's stock symbol, "VCU" will not change. The new CUSIP number will be 92858X701 and the new ISIN number will be CA92858X7018. Following the Consolidation, the Company will have approximately 34,415,196 common shares issued and outstanding prior to rounding for fractional shares.
No fractional shares will be issued as a result of the Consolidation. The number of post-Consolidation common shares issuable to a shareholder of the Company shall be rounded up in the event that said shareholder was entitled to a fractional share equivalent to one-half or more of a post-Consolidation common share and shall be rounded down in the event that said shareholder was entitled to a fractional share equivalent to less than one-half of a post-Consolidation common share, provided that no shareholder shall be entitled to more than one such rounding up.
Registered shareholders holding share certificates of the Company will be mailed a letter of transmittal from the Company's transfer agent, Odyssey Trust Company, as soon as practicable after the Effective Date advising of the Consolidation and instructing them to surrender and exchange their share certificates or Direct Registration System (DRS) statements evidencing their pre-Consolidated common shares for new share certificates or new DRS statements representing the number of post-consolidated common shares to which they are entitled. A copy of the letter of transmittal will be posted on the Company's issuer profile on SEDAR+ at www.sedarplus.ca. Non-registered shareholders holding common shares of the Company through an intermediary (a securities broker, dealer, bank or financial institution) should be aware that the intermediary may have different procedures for processing the Consolidation than those that will be put in place by the Company for registered shareholders. If shareholders hold their common shares through intermediaries and have questions in this regard, they are encouraged to contact their intermediaries.
The exercise or conversion price of, and the number of common shares issuable under, any convertible securities of the Company will be proportionately adjusted upon the completion of the Consolidation.
Upsize to Private Placement
The Company is pleased to announce that, due to significant demand, the Company has increased the size of its non-brokered private placement (the "Offering") from up to $42,000,000 to up to approximately $44,240,695. The upsized Offering will now consist of:
- up to 23,148,148 post-consolidation common shares of the Company ("LIFE Shares") at price of $1.08 per LIFE Share for gross proceeds of up to $25,000,000; and
- up to 7,605,775 post-consolidation common shares of the Company ("Common Shares") at price of $1.08 per Common Share for gross proceeds of up to $8,214,237; and
- up to 8,892,305 flow-through post-consolidation common shares of the Company ("FT Shares") at a price of $1.24 per FT Share for gross proceeds of up to $11,026,458.20.
The Common Shares, FT Shares and CFT Shares will be offered by way of the "accredited investor" and "minimum amount investment" exemptions under National Instrument 45-106 – Prospectus Exemptions ("NI 45-106") in all the provinces of Canada. The LIFE Shares will be offered pursuant to the exemption set out in Section Part 5A.2 of National Instrument 45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption to purchasers in Canada (other than the province of Quebec). The Agents will also be entitled to offer the Common Shares for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and in certain other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions.
In connection with the Offering, the Company may pay finders' fees in accordance with the policies of the TSX Venture Exchange (the "Exchange"). Eventus Capital Corp. has been appointed as a finder in connection with the Offering.
The Company plans to use the proceeds of the Offering as follows:
- an amount equal to the gross proceeds from the sale of the FT Shares and the CFT Shares will be used by the Company to incur "Canadian critical minerals exploration expenses" that qualify as "critical mineral flow-through mining expenditures" and/or Canadian exploration expenses" that qualify as "flow-through mining expenditures", as such terms are defined under the Income Tax Act (Canada) related to the Company's mineral properties in British Columbia; and
- the net proceeds from the sale of the Common Shares and the LIFE Shares will be used by the Company for: (i) exploration of the Palmer Project, (ii) continued exploration on Vizsla Copper's mineral properties in British Columbia, with a principal focus on the Poplar copper-gold project, (iii) costs of completing the acquisition of the Palmer Project, and (iv) general working capital.
The Offering is expected to close on or about December 4, 2025. The Offering remains subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the Exchange. Further information regarding the Company's proposed consolidation is contained in the Company's press releases dated November 13, 2025 and November 14, 2025.
There is an offering document (the "Offering Document") related to the offering of LIFE Shares that can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca and the Company's website at www.vizslacopper.com. Prospective investors of LIFE Shares should read the Offering Document before making an investment decision.
The LIFE Shares will not be subject to a hold period in Canada, subject to any hold periods required by the Exchange. All other securities distributed as part of the Offering will be subject to a four-month and one day hold period in Canada.
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 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 Poplar and Woodjam projects, well situated amongst significant infrastructure in Central and Southern British Columbia. 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.
Vizsla Copper is a spin-out of Vizsla Silver and is backed by Inventa Capital Corp., a premier investment group founded in 2017 with the goal of discovering and funding opportunities in the resource sector. Additional information about the Company is available on SEDAR+ (www.sedarplus.ca) and the Company's website (www.vizslacopper.com).
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
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to approvals from the TSX Venture Exchange related to the Consolidation, the timing of any Consolidation, timing and completion of any drilling and work programs on the Company's properties, estimates of mineralization from drilling, geological information projected from drilling results, potential for minerals and/or mineral resources, and statements regarding the plans, intentions, beliefs, and current expectations of the Company with respect to the future business activities and operating performance of the Company that may be described herein. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forward-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur.
By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, accuracy of assay results, geological interpretations from drilling results, timing and amount of capital expenditures; performance of available laboratory and other related services, future operating costs, and the historical basis for current estimates of potential quantities and grades of target zones, as well as those risk factors discussed or referred to in the Company's Management's Discussion and Analysis available at www.sedarplus.ca, many of which are beyond the control of the Company. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
SOURCE Vizsla Copper Corp.
CONTACT INFORMATION: For more information and to sign-up to the mailing list, please contact: Craig Parry, Chief Executive Officer and Chairman, Tel: (604) 364-2215 | Email:info@vizslacopper.com
