お知らせ • Apr 19
Vizsla Copper Corp. (TSXV:VCU) completed the acquisition of Universal Copper Ltd. (TSXV:UNV). Vizsla Copper Corp. (TSXV:VCU) entered into a definitive arrangement agreement to acquire Universal Copper Ltd. (TSXV:UNV) for CAD 3.3 million on February 13, 2024. Under the terms of the Arrangement Agreement, all of the issued and outstanding UNV Shares will be exchanged for Vizsla Copper common shares (the "Vizsla Copper Shares") on the basis of 0.23 Vizsla Copper Shares for each UNV Share (the "Exchange Ratio"). Pursuant to the Arrangement, Vizsla Copper expects to issue an aggregate of approximately 32,659,742 Vizsla Copper Shares to current UNV shareholders. Upon completion of the Arrangement, current UNV shareholders will own approximately 23.3% of the 140,314,107 issued and outstanding Vizsla Copper Shares. All outstanding stock options of UNV will be exchanged for options of Vizsla Copper and all warrants of UNV will become exercisable to acquire common shares of Vizsla Copper, in amounts and at exercise prices adjusted in accordance with the Exchange Ratio.
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 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 UNV; (ii) at least 66 2/3% of the votes cast by the shareholders and option holders of UNV, voting together as a single class; and (iii) if, and to the extent required, a majority of the votes cast by the shareholders of UNV, excluding votes attached to UNV 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 UNV's securityholders called to consider, among other matters, the Arrangement. In addition to securityholder and court approvals, the Arrangement, including the Exchange Ratio, are subject to approval of the TSX Venture Exchange, Third party approval and the satisfaction of certain other closing conditions customary in transactions of this nature. The board of directors of Universal, after receiving the unanimous recommendation of the special committee of the Board, has unanimously determined that the arrangement is fair to shareholders and is in the best interests of the Company. Accordingly, the Board approved the arrangement and recommends that securityholders vote in favour of the arrangement. On April 10, 2024 the shareholders of Universal Copper approved the transaction which is now expected to be completed in April 2024. Evans & Evans, Inc. provided fairness opinion to the Board of Universal Copper.
Desmond Balakrishnan of McMillan LLP acted as legal advisor to Universal Copper. Farzad Forooghian of Forooghian + Company Law Corporation acted as legal advisor to Vizsla Copper Corp.
Vizsla Copper Corp. (TSXV:VCU) completed the acquisition of Universal Copper Ltd. (TSXV:UNV) on April 18, 2024. The UNV Shares are expected to be de-listed from the TSX Venture Exchange effective as of the close of business on or about April 19, 2024. On April 16, 2024 the Supreme Court of British Columbia issued the final order to approve the Arrangement. お知らせ • Feb 14
Vizsla Copper Corp. (TSXV:VCU) entered into a definitive arrangement agreement to acquire Universal Copper Ltd. (TSXV:UNV) for CAD 3.3 million. Vizsla Copper Corp. (TSXV:VCU) entered into a definitive arrangement agreement to acquire Universal Copper Ltd. (TSXV:UNV) for CAD 3.3 million on February 13, 2024. Under the terms of the Arrangement Agreement, all of the issued and outstanding UNV Shares will be exchanged for Vizsla Copper common shares (the "Vizsla Copper Shares") on the basis of 0.23 Vizsla Copper Shares for each UNV Share (the "Exchange Ratio"). Pursuant to the Arrangement, Vizsla Copper expects to issue an aggregate of approximately 32,659,742 Vizsla Copper Shares to current UNV shareholders. Upon completion of the Arrangement, current UNV shareholders will own approximately 23.3% of the 140,314,107 issued and outstanding Vizsla Copper Shares. All outstanding stock options of UNV will be exchanged for options of Vizsla Copper and all warrants of UNV will become exercisable to acquire common shares of Vizsla Copper, in amounts and at exercise prices adjusted in accordance with the Exchange Ratio.
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 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 UNV; (ii) at least 66 2/3% of the votes cast by the shareholders and option holders of UNV, voting together as a single class; and (iii) if, and to the extent required, a majority of the votes cast by the shareholders of UNV, excluding votes attached to UNV 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 UNV's securityholders called to consider, among other matters, the Arrangement. In addition to securityholder and court approvals, the Arrangement, including the Exchange Ratio, are subject to approval of the TSX Venture Exchange, Third party approval and the satisfaction of certain other closing conditions customary in transactions of this nature. The board of directors of Universal, after receiving the unanimous recommendation of the special committee of the Board, has unanimously determined that the arrangement is fair to shareholders and is in the best interests of the Company. Accordingly, the Board approved the arrangement and recommends that securityholders vote in favour of the arrangement. Evans & Evans, Inc. provided fairness opinion to the Board of Universal Copper. お知らせ • Jan 26
Universal Copper Ltd. announced that it has received CAD 0.15 million in funding On January 25, 2024, Universal Copper Ltd. closed the transaction. お知らせ • Jan 09
Universal Copper Ltd. announced that it expects to receive CAD 0.15 million in funding Universal Copper Ltd. announced that it has entered into a convertible loan agreement with with an arm’s length lender pursuant to which the Lender has agreed to lend for the gross proceeds of CAD 150,000 on January 8, 2024. The Principal Amount will be due and payable by May 28, 2024 and bears interest of of 15% per annum. No interest will accrue on the Principal Amount prior to the Maturity Date, however, following the Maturity Date or an event of default the Principal Amount will accrue interest at a rate of 15% per annum. Upon an event of default that has not been remedied, the Lender has the option to elect to convert all or a portion of the Principal Amount into common shares at a price of CAD 0.05 per Share if the Lender provides the Company with its election to convert the Principal Amount into Shares within one year from the date the Principal Amount is advanced to the Company, or CAD 0.10 per Share if the Lender provides the Company with its election to convert the Principal Amount into Shares after one year from the date the Principal Amount is advanced to the Company. All securities issued in connection with the Loan Agreement will be subject to a statutory hold period of four months plus a day commencing from the date of distribution in accordance with applicable Canadian securities laws. The advancement of the Principal Amount to the Company is subject to various conditions precedent including, but not limited to, approval from the TSX Venture Exchange. お知らせ • Aug 19
Universal Copper Ltd., Annual General Meeting, Oct 19, 2023 Universal Copper Ltd., Annual General Meeting, Oct 19, 2023. お知らせ • Jan 26
Universal Copper Ltd. announced that it expects to receive CAD 1.5 million in funding Universal Copper Ltd. announced a non-brokered private placement of 42,857,143 units at a price of CAD 0.035 per unit for gross proceeds of up to CAD 1,500,000 on January 25, 2023. Each Unit will consist of one common share and one warrant. Each Warrant entitles the holder to purchase one common share at CAD 0.06 per share for a period of 24 months following the date of issuance. The Company may pay a finder's fee on all or a portion of the Private Placement in accordance with the policies of the TSX Venture Exchange. The transaction is subject to, among other things, TSX Venture Exchange acceptance, and securities proposed for issuance will be subject to a four month plus a day hold period from the date of closing per applicable regulatory requirements.