WCC:CC - Vizsla Copper Completes Acquisition of Consolidated Woodjam

(TheNewswire)

Vancouver, British Columbia – TheNewswire - December 13, 2022 – Vizsla Copper Corp. (TSXV:VCU) (OTC:VCUFF) (“ Vizsla Copper ” orthe “ Company ”) and Consolidated Woodjam Copper Corp. (TSX.V: WCC)(“ WCC ”) are pleased to announce the completion of thepreviously-announced plan of arrangement under the Business Corporations Act (BritishColumbia) (the “ Arrangement ”). Pursuant to the Arrangement, Vizsla Copperacquired all of the issued and outstanding shares of WCC (the “ WCC Shares ”). WCC is now awholly-owned subsidiary of Vizsla Copper.

Craig Parry, Executive Chairman of Vizsla Copper, stated: “Wewelcome the shareholders of WCC to Vizsla Copper and look forward tothe opportunity to provide value to all stakeholders. I want to thankthe WCC team for their hard work and high-integrity approach to thisprocess.  The copper market is at the beginning of a long-term supplyshortage. Mining-friendly British Columbia and the terrificallylocated Woodjam property are well-positioned to play a significantrole in a copper boom. Our focus now shifts to advancing and unlockingadditional value from the highly prospective Woodjam project.”

Bill Morton, Chief Executive Officer of WCC, stated: “Thistransaction with Vizsla Copper reflects the efforts of the WCC team tocreate value through building an attractive strategic land portfolioand ultimately delivers a great outcome for WCC shareholders. We areproud of our accomplishments on the project and feel the combinationof WCC and Vizsla Copper represents an important step in theproject’s progression. The transaction is providing our shareholderswith exposure to the first-class Vizsla Copper management team and toparticipate in the continued growth of Vizsla Copper and the overallInventa Capital Group. Glen Garratt and I look forward to advisingVizsla Copper’s team as they continue to execute their growthstrategy and build upon the success we have already seen at theWoodjam project.”

Transaction Details

Immediately prior to the effective time of theArrangement, Vizsla Copper completed a consolidation (the“ Consolidation ”) of the Vizsla Copper common shares (the “ Vizsla Copper Shares ”) on the basis of one post-consolidation Vizsla CopperShare for every 3.5 Vizsla Copper Shares issued and outstandingimmediately prior to the Consolidation.

Pursuant to the terms of the Arrangement, all of theissued and outstanding WCC Shares were exchanged for Vizsla CopperShares on the basis of 0.307206085 Vizsla Copper Shares for each WCCShare (the “ ExchangeRatio ”). All outstanding stock options of WCCwere exchanged for replacement options of Vizsla Copper and allwarrants of WCC became exercisable to acquire common shares of VizslaCopper, in amounts and at exercise prices adjusted in accordance withthe Exchange Ratio, all in accordance with the terms of theArrangement. In connection with the completion of the Arrangement,Vizsla Copper issued 43,432,346 Vizsla Copper Shares to WCC shareholders. After completionof the Arrangement, former WCC shareholders own approximately 65% of the 66,810,743 issued and outstandingVizsla Copper Shares, without taking into account the issuance of theFinder’s Shares (as defined below).

As WCC is now a wholly-owned subsidiary of VizslaCopper, the WCC Shares will be de-listed from the TSX Venture Exchangein the coming days. Vizsla Copper also intends to submit anapplication to the applicable securities regulators to have WCC ceaseto be a reporting issuer and terminate its public reportingobligations.

In connection with the completion of the Arrangement,all of the directors and officers of WCC resigned. There will be nochanges to the board or management of Vizsla Copper.  WCC’s BillMorton and Glen Garratt have agreed to join Vizsla Copper in anadvisory role.

The Arrangement was previously approved by shareholders of WCC onNovember 17, 2022 and the Supreme Court of BritishColumbia on November 23, 2022. The remaining conditions tocompletion of the Arrangement were satisfied or waived by the partieson December 13, 2022.

Full details of the Arrangement and certain otherrelated matters are set out in the management information circular ofWCC dated October 12, 2022 (the " Information Circular "). A copy of the Information Circular can be foundunder WCC’s profile on SEDAR at www.sedar.com .

Former registered shareholders of WCC who have notalready done so should submit the certificates representing their WCCShares, together with a signed and completed letter of transmittal, toComputershare Investor Services Inc., the depositary for theArrangement, in order to receive the Vizsla Copper Shares to whichthey are entitled pursuant to the Arrangement. Copies of the letter oftransmittal are available on WCC’s SEDAR profile at www.sedar.com . Former shareholdersof WCC who hold their WCC Shares through a broker or otherintermediary should follow the instructions provided by such broker orother intermediary to exchange their WCC Shares for Vizsla CopperShares. Former shareholders of WCC who require assistance with thecompletion of the letter of transmittal are advised to contactComputershare Investor Services Inc. by telephone (tollfree) at1-800-732-8683.

Finder’s Fee

In connection with the completion of the Arrangement,Vizsla Copper also issued a total of 1,302,970 post-ConsolidationVizsla Copper Shares (the “ Finder’s Shares ”) to Dalis InvestmentsLtd., an arm’s length third party, as a finder’s fee. TheFinder’s Shares are subject to a voluntary escrow arrangementpursuant to which: (i) 12.5% of the Finder’s Shares will be released6, 12, 18 and 24 months after the effective date of the Arrangement;and (ii) 25% of the Finder’s Shares will be released 30 and 36months after the effective date of the Arrangement.

About WCC

WCC is engaged in copper, gold and molybdenumexploration and development on the Woodjam project (the“ Woodjam Project ”) in central British Columbia.

The Woodjam Project is located 55 kilometers east ofthe community of Williams Lake in an area characterized by a lowelevation, flat to gently undulating landscape that is well accessedby logging roads (Figure 1).  Geologically, the Project is located within the prolificQuesnel Terrane – a large regional depositional belt commonlydominated by alkalic volcanic units and related volcaniclasticlithologies. The Quesnel terrane hosts both alkaline and calc-alkalineporphyry copper+/-gold+/-molybdenum deposits, including the CopperMountain, New Afton, Highland Valley, Mount Polley, Mount Milligan andKemess mines.

To date, six zones of porphyry mineralization(Megabuck, Deerhorn, Takom, Three Firs, Southeast, Megaton) have beenidentified at the Woodjam Project by drilling (95,092 meters in 281holes since 2009 and a further 114 holes, 30,092meters predominantly from 1998) (Figure 2). These six mineralizedzones form a cluster approximately 5 kilometers in diameter. TheMegabuck and Takom Zones were occurrences documented before 1998 butlargely untested until after 2003 while the larger Southeast Zone andDeerhorn Zone were discovered in 2007 and 2008 respectively. In 2012,the Three Firs Zone was discovered and in 2012 the Megaton Zone wasdiscovered.

A historical mineral resource estimate was completed oneach of the Southeast, Deerhorn and the Takom deposits (collectively,the “ HistoricalEstimates ”) for Gold Fields HorseflyExploration Corp. (the “ Former JVPartner ”) and WCC in 2013 1, 2, 3, 4 . The Historical Estimates aresummarized in Tables 1 to 4.

The qualified person, Susan Lomas, P.Geo., has not done sufficientwork to classify the historical estimates as current mineral resourcesand Vizsla Copper is not treating the historical estimates as currentmineral resources .

Table 1 – Historical MineralResource Estimate for the Southeast Deposit, Effective Date May 15,2013

1. The Au grade is 0.05 gpt for 391.1 koz, a portion ofwhich may be recovered as a by-product.

2. These Mineral Resources are not Mineral Reserves and donot have demonstrated economic viability.

3. NSR calculation uses USD 1,650/oz Au, USD 3.90/lb Cuand recoveries of 69% Au and 85% Cu

4. The Mineral Resource is reported at a USD 8.60 NSRcut-off constrained within an optimized pit shell.

5. The pit shell is based on a price assumption of USD1,650/oz Au and USD 3.90/lb Cu.

6. On May 30, 2013, a topography correction was made tothe geologic model and as a result the Inferred Mineral Resourcefigures changed to 221.7 Mt at 0.31 % Cu for 1507.1 Mob Cu and 383.1koz Au.

7. Source: “NI 43-101 Technical Report for 2012Activities on the Woodjam South Property”, effective date of March15, 2013.

On May 30, 2013, a topography correction was made to the geologicalmodel, and this resulted in a restatement of the inferred mineralresource results.  The corrected numbers are summarized below inTable 2.

Table 2 – Corrected HistoricalMineral Resource Estimate for the Southeast Deposit, Effective DateMay 30, 2013

1. These Mineral Resources are not Mineral Reserves and donot have demonstrated economic viability.

2. NSR calculation uses USD 1,650/oz Au, USD 3.90/lb Cuand recoveries of 69% Au and 85% Cu

3. The Mineral Resource is reported at a USD 8.60 NSRcut-off constrained within an optimized pit shell.

4. The pit shell is based on a price assumption of USD1,650/oz Au and USD 3.90/lb Cu.

5. Source: “NI 43-101 Technical Report for 2012Activities on the Woodjam North Property”, effective date of March15, 2013.

Table 3 – Historical MineralResource Estimate for the Deerhorn Deposit, Effective Date May 15,2013

1. These Mineral Resources are not Mineral Reserves and donot have demonstrated economic viability.

2. NSR calculation uses USD 1,650/oz Au, USD 3.90/lb Cuand recoveries of 56% Au and 64% Cu

3. The Mineral Resource is reported at a USD 8.60 NSRcut-off constrained within an optimized pit shell.

4. The pit shell is based on a price assumption of USD1,650/oz Au and USD 3.90/lb Cu.

5. Source: “NI 43-101 Technical Report for 2012Activities on the Woodjam North Property”, effective date of March15, 2013.

Table 4 – Historical MineralResource Estimate for the Takom Deposit, Effective Date May 15,2013

1. These Mineral Resources are not Mineral Reserves and donot have demonstrated economic viability.

2. NSR calculation uses USD 1,650/oz Au, USD 3.90/lb Cuand recoveries of 56% Au and 64% Cu

3. The Mineral Resource is reported at a USD 8.60 NSRcut-off constrained within an optimized pit shell.

4. The pit shell is based on a price assumption of USD1,650/oz Au and USD 3.90/lb Cu.

The Historical Estimates are considered historical in nature and assuch are based on prior data and reports prepared by previous propertyowners. The reader is cautioned not to treat them, or any part ofthem, as current mineral resources or reserves. A qualified person hasnot done sufficient work to classify the Historical Estimates ascurrent resources and Vizsla Copper is not treating the HistoricalEstimates as current resources.  Significant data compilation,re-drilling, re-sampling, and data verification may be required by aqualified person before the Historical Estimates can be assessed ascurrent resources.  There can be no assurance that any of thehistorical mineral resources, in whole or in part, will beeconomically viable. In addition, mineral resources are not mineralreserves and do not have demonstrated economic viability.

Figure 1 – Woodjam ProjectLocation

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Figure 2 – Woodjam PropertyMap

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Early Warning Reporting

By virtue of its acquisition of all the issued andoutstanding WCC Shares pursuant to the Arrangement, Vizsla Copper isrequired to file an early warning report pursuant to NationalInstrument 62-103 - The EarlyWarning System and Related Take-Over Bid and Insider ReportingIssues . A copy of the early warning report willbe filed on WCC’s SEDAR profile at www.sedar.com.

Qualified Person

The disclosure of technical or scientific informationin this press release has been reviewed and approved by Ian Borg,P.Geo., Senior Geologist for Vizsla Copper. Mr. Borg is a QualifiedPerson as defined under the terms of National Instrument43-101.

Susan Lomas, P.Geo. of Lions Gate Geological Consulting(LGGC) is the Independent QP for the statement of Historical MineralResources in this release.

ABOUT VIZSLA COPPER

Vizsla Copper is a Cu-Au-Mo focused mineralexploration and development company headquartered in Vancouver,Canada. The Company is focused on its flagship Woodjam project,located within the prolific QuesnelTerrane, 55 kilometers east of the community ofWilliams Lake, British Columbia. The Company hastwo additional copper exploration properties, the Blueberry andCarruthers Pass projects, well situated amongstsignificant infrastructure in British Columbia. The Company’s growthstrategy is focused on the exploration and development of its copperproperties within its portfolio and value accretive acquisitions.Vizsla Copper’s vision is to be a responsible copper explorer anddeveloper in the stable mining jurisdiction of British Columbia,Canada. Vizsla Copper is committed to socially responsible explorationand development, working safely, ethically, and with integrity.

Vizsla Copper is a spin-out of Vizsla Silver (TSX.V: VZLA) (NYSE:VZLA) and is backed by Inventa Capital Corp., apremier investment group founded in 2017 with the goal of discoveringand funding opportunities in the resource sector. Additionalinformation about the Company is available on SEDAR (www.sedar.com)and the Company’s website (www.vizslacopper.com).

CONTACT INFORMATION

For more information and to sign-up to VizslaCopper’s mailing list, please contact:

Chris Donaldson, Chief Executive Officer andDirector

Tel: (604) 813-3931 | Email: info@vizslacopper.com

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

FORWARD LOOKING STATEMENTS

This news release contains forward-looking statementsor forward-looking information relating to the future operations ofthe Company and other statements that are not historical facts.Forward-looking statements in this news release include, but arenot limited to: matters related to WCC after closing of theArrangement; and exploration activities at the Company’sproperties.

Forward-looking statements are based on the reasonableassumptions, estimates, analyses and opinions of management made inlight of its experience and its perception of trends, currentconditions and expected developments, as well as other factors thatmanagement believes to be relevant and reasonable in the circumstancesat the date that such statements are made, but which may prove to beincorrect. Management believes that the assumptions and expectationsreflected in such forward-looking statements are reasonable.Assumptions have been made regarding, among other things: theCompany’s ability to carry on exploration and developmentactivities; the timely receipt of required approvals; the price ofcopper and other metals; and the Company’s ability to obtainfinancing as and when required and on reasonable terms. Readers arecautioned that the foregoing list is not exhaustive of all factors andassumptions which may have been used.

Forward-looking statements are subject to known andunknown risks, uncertainties and other factors that may cause actualresults to be materially different from those expressed or implied bysuch forward-looking statements. Such risks, uncertainties and otherfactors include but are not limited to: the Company’s early stage ofdevelopment and lack of history as a stand-alone entity; risks relatedto the COVID-19 pandemic; the fluctuation of the price of copper andother metals; the availability of additional funding as and whenrequired; the speculative nature of mineral exploration anddevelopment; the timing and ability to maintain and, where necessary,obtain necessary permits and licenses; the uncertainty in geologic,hydrological, metallurgical and geotechnical studies and opinions;infrastructure risks, including access to water and power;environmental risks and hazards; risks associated with negativeoperating cash flow; and risks associated with dilution. For a furtherdiscussion of risks relevant to the Company, see the Company’sListing Application available on SEDAR under theheading “Item 21: Risk Factors” and other public disclosuredocuments.

Although management has attempted to identify importantfactors that could cause actual results to differ materially fromthose contained in forward-looking statements, there may be otherfactors that cause results not to be as anticipated, estimated orintended. There is no assurance that forward-looking statements willprove to be accurate, as actual results and future events could differmaterially from those anticipated in such forward-looking statements.Accordingly, readers should not place undue reliance onforward-looking statements. The Company does not undertake to updateany forward-looking statements, except as, and to the extent requiredby, applicable securities laws.

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