CONSOLIDATED WOODJAM COPPER Announces Acquisition by Vizsla Copper

2022-09-08 / @thenewswire

(TheNewswire)

Vancouver, British Columbia – TheNewswire - September 8 2022 – Consolidated Woodjam Copper Corp. (TSXV:WCC) (“WCC”) is pleased to announce that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Vizsla Copper Corp. (TSXV: VCU) (“Vizsla Copper”) whereby Vizsla Copper will acquire all of the issued and outstanding common shares of WCC (the “WCC Shares”) pursuant to a plan of arrangement (the “Arrangement”).

TRANSACTION HIGHLIGHTS

Strong Expansion and Discovery Potential. Combining WCC’s projects with Vizsla Copper’s Blueberry and Carruthers Pass properties offers shareholders exposure to a pipeline of projects ranging from expansion-driven brownfield to exciting discovery-seeking greenfield.
Experienced Management and Board. WCC shareholders will have exposure to the Inventa Capital-backed Vizsla Copper board of directors and management team. Bill Morton and Glen Garratt will become strategic advisors of Vizsla Copper, bringing a wealth of knowledge and experience, and ensuring a smooth transition.
Strong Treasury. Upon completion of the Arrangement, Vizsla Copper will have a total cash balance of approximately C$3.5 million, which will be used to fund ongoing exploration work at combined company’s properties.
Board Support. The Arrangement Agreement has been unanimously approved by the board of directors of each of Vizsla Copper and WCC. The WCC board of directors has agreed to recommend that WCC shareholders vote in favour of the Arrangement.
Low Execution Risk. No material regulatory issues are expected to arise in connection with the Arrangement that would prevent its completion, and all required regulatory approvals are expected to be obtained.

Bill Morton, CEO of WCC stated: “This is an exciting opportunity for WCC. The proposed acquisition of WCC by Vizsla Copper is expected to lead to aggressive exploration of WCC’s existing properties. The Vizsla Copper team has years of technical and capital market experience, which we believe will lead to new copper discoveries and increased value for shareholders. We encourage all WCC shareholders to vote in favour of the Arrangement.”

TRANSACTION SUMMARY

Immediately prior to the Arrangement, Vizsla Copper will complete a consolidation (the “Consolidation”) of the Vizsla Copper common shares (the “Vizsla Copper Shares”) on the basis of one post-consolidation Vizsla Copper Share for every 3.5 Vizsla Copper Shares issued and outstanding immediately prior to the Consolidation.

Under the terms of the Arrangement Agreement, all of the issued and outstanding WCC Shares will be exchanged for Vizsla Copper Shares on the basis of 0.307206085 Vizsla Copper Shares for each WCC Share (the “Exchange Ratio”). Pursuant to the Arrangement, Vizsla Copper expects to issue an aggregate of approximately 43,417,026 Vizsla Copper Shares to WCC shareholders. Upon completion of the Arrangement, current WCC shareholders will own approximately 65% of the 66,795,425 issued and outstanding Vizsla Copper Shares.

The Arrangement Agreement includes certain customary provisions, including non-solicitation provisions, as well as certain representations, covenants and conditions which are customary for a transaction of this nature. The Arrangement Agreement provides for a $750,000 termination fee payable by WCC to Vizsla Copper in certain circumstances.

The Arrangement will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia), requiring the approval of: (i) at least 66 2/3% of the votes cast by the shareholders of WCC; and (ii) a simple majority of the votes cast by holders of WCC shares, excluding votes attached to WCC Shares held by any person as required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, at a special meeting of WCC’s shareholders called to consider, among other matters, the Arrangement. In addition to shareholder and court approvals, the Arrangement is subject to approval of the TSX Venture Exchange (the “TSXV”) and the satisfaction of certain other closing conditions customary in transactions of this nature.

All outstanding stock options of WCC will be exchanged for options of Vizsla Copper and all warrants of WCC will become exercisable to acquire common shares of Vizsla Copper, in amounts and at exercise prices adjusted in accordance with the Exchange Ratio.

Full details of the Arrangement will be included in WCC’s information circular, which is expected to be mailed to shareholders in October 2022. It is anticipated that the closing of the Arrangement will take place in the fourth quarter of 2022. A copy of the Arrangement Agreement will also be filed on Vizsla Copper’s company profile on SEDAR at www.sedar.com.

Glen Garratt, P. Geo., is the qualified person who takes responsibility for this news release.

Glen Garratt

Glen Garratt, P.Geo., VP, Director

Consolidated Woodjam Copper Corp.

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 Information
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “forecast”, “project”, “budget”, “schedule”, “may”, “will”, “could”, “might”, “should” or variations of such words or similar words or expressions. Forward-looking information is based on reasonable assumptions that have been made by Consolidated Woodjam Copper Corp. as at the date of such information and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Consolidated Woodjam Copper Corp. to be materially different from those expressed or implied by such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information Consolidated Woodjam Copper Corp. does not undertake to update any forward-looking information that is included herein, except in accordance with applicable securities laws.