WCC:CC - CONSOLIDATED WOODJAM COPPER Announces Acquisition by Vizsla Copper

(TheNewswire)

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

TRANSACTION HIGHLIGHTS

• Strong Expansion and DiscoveryPotential. Combining WCC’s projects with Vizsla Copper’sBlueberry and Carruthers Pass properties offers shareholders exposureto a pipeline of projects ranging from expansion-driven brownfield toexciting discovery-seeking greenfield.

• Experienced Management and Board. WCC shareholders will have exposure to the InventaCapital-backed Vizsla Copper board of directors and management team.Bill Morton and Glen Garratt will become strategic advisors of VizslaCopper, bringing a wealth of knowledge and experience, and ensuring asmooth transition.

• Strong Treasury. Uponcompletion of the Arrangement, Vizsla Copper will have a total cashbalance of approximately C$3.5 million, which will be used to fundongoing exploration work at combined company’s properties.

• Board Support . The ArrangementAgreement has been unanimously approved by the board of directors ofeach of Vizsla Copper and WCC. The WCC board of directors has agreedto recommend that WCC shareholders vote in favour of theArrangement.

• Low Execution Risk. Nomaterial regulatory issues are expected to arise in connection withthe Arrangement that would prevent its completion, and all requiredregulatory approvals are expected to be obtained.

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

TRANSACTION SUMMARY

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

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

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

The Arrangement will be effected by way of a plan of arrangement underthe Business Corporations Act (British Columbia), requiring the approval of: (i) at least 66 2/3% ofthe votes cast by the shareholders of WCC; and (ii) a simple majorityof the votes cast by holders of WCC shares, excluding votes attachedto WCC Shares held by any person as required under MultilateralInstrument 61-101 – Protection ofMinority Security Holders in Special Transactions , at a specialmeeting of WCC’s shareholders called to consider, among othermatters, the Arrangement. In addition to shareholder and courtapprovals, the Arrangement is subject to approval of the TSX VentureExchange (the “ TSXV ”) andthe satisfaction of certain other closing conditions customary intransactions of this nature.

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

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

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

Glen Garratt

Glen Garratt, P.Geo., VP, Director

Consolidated Woodjam CopperCorp.

Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.

Forward-Looking Information
This news release contains “forward-lookinginformation” within the meaning of applicable Canadian securitieslegislation. Generally, forward-looking information can be identifiedby the use of forward-looking terminology such as “anticipate”,“believe”, “plan”, “expect”, “intend”, “estimate”,“forecast”, “project”, “budget”, “schedule”,“may”, “will”, “could”, “might”, “should” orvariations of such words or similar words or expressions.Forward-looking information is based on reasonable assumptions thathave been made by Consolidated Woodjam Copper Corp. as at the date ofsuch 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 WoodjamCopper Corp.  to be materially different from those expressed orimplied by such forward-looking information. There can be no assurancethat such information will prove to be accurate, as actual results andfuture events could differ materially from those anticipated in suchinformation. Accordingly, readers should not place undue reliance onforward-looking information Consolidated Woodjam Copper Corp. does notundertake to update any forward-looking information that is includedherein, except in accordance with applicable securities laws.

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