Vancouver, British Columbia / TheNewswire / December 18, 2018 - Vizsla Resources Corp. (TSX-V: VZLA) ("Vizsla" or the "Company") is pleased to announced that it has entered into a definitive share exchange agreement dated December 17, 2018 with NorthBase Resources Inc. ("NorthBase") pursuant to which Vizsla has agreed to acquire all of the issued and outstanding common shares (the "NorthBase Shares") of NorthBase (the "Acquisition"). NorthBase will become a wholly-owned subsidiary of the Company as a result of the Acquisition.
Michael Konnert, President and Chief Executive Officer of Vizsla, stated: "I am very pleased to announce the proposed acquisition of NorthBase's Blueberry project. The district scale project lies in the Babine porphyry belt of central British Columbia. While we continue to advance our exploration program at Kathleen Mountain, this acquisition allows Vizsla's shareholders to increase their exposure to copper."
About NorthBase Resources
NorthBase is a private British Columbia company which controls a district scale (20,265 hectare) land package known as the Blueberry property in the Babine porphyry copper district in central British Columbia. The area has a significant mining heritage with past production at nearby mines such as Equity Silver, Bell Copper, Endako and the very recently closed Huckleberry mine. The Blueberry property was assembled by a NorthBase team with extensive experience in copper exploration and development, including the mine geology at the Huckleberry open pit copper mine.
Particulars of the Transaction
Under the terms of the Acquisition, holders of NorthBase Shares will receive one common share of Vizsla in exchange for each NorthBase Share held. Vizsla will issue an aggregate of 9,100,001 common shares in connection with the Acquisition.
Completion of the Acquisition is subject to a number of conditions, including the receipt of all required regulatory approvals and consents, including the approval of the TSX Venture Exchange (the "TSX-V"), and the satisfaction of other customary closing conditions.
The common shares of Vizsla to be issued to the shareholders of NorthBase as consideration for the Acquisition will be subject to a four-month hold period. No new insiders or control persons will be created as a result of the Acquisition.
The Acquisition is an arm's length transaction and does not require the approval of Vizsla shareholders.
No finder's fees are payable in connection with the Acquisition.
Subject to TSX-V approval, on completion of the Acquisition, Craig Parry will join the board of directors of the Company. A co-founding shareholder of NorthBase, Mr. Parry is a geologist and has acted as a senior officer and/or director of several ASX, TSX, and TSX-V listed issuers. Mr. Parry is currently the President & CEO of IsoEnergy Ltd., co-founder and director of NexGen Energy Ltd. and a senior advisor and a founding-shareholder of EMR Capital. Mr. Parry holds an Honours Degree in Geology from the University of New South Wales and is a Member of the Australian Institute of Mining and Metallurgy.
In connection with the appointment of Mr. Parry, Vizsla announces that Hugh Rogers will resign from the board of directors. The Company also announces that Jen Hanson has replaced Anna Pagliaro as Corporate Secretary.
About Vizsla Resources
Vizsla is a mineral exploration company engaged in the business of the acquisition, exploration and development of mineral resource properties. The Company's first project and core asset is the Kathleen Mountain Property in British Columbia. Vizsla's common shares trade under the symbol "VZLA" on the TSX-V.
Contact Information: For more information and to sign-up to the mailing list, please contact:
Michael Konnert, President and Chief Executive Officer
Tel: (604) 838-4327
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 news release.
Information set forth in this news release regarding nearby or adjacent properties is not necessarily indicative of the potential mineralization on NorthBase's Blueberry property
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Forward-looking statements include but are not limited to statements with respect to the activities or events or developments that the Company expects or anticipates will or may occur in the future, including, without limitation the anticipated benefits of the Acquisition to Vizsla and its shareholders, the timing and receipt (if at all) of the required regulatory approvals for the Acquisition and the completion of the Acquisition (if at all). Generally, but not always, forward-looking information and statements can be identified by the use of phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved).
Forward looking information and statements are based on current expectations, beliefs and estimates of management of Vizsla at the time such statements are made and are based on numerous assumptions, including among others that that the Acquisition will be completed, the price of gold, copper and base metals, that financing will be available if and when needed and on reasonable terms, that the results of planned exploration activities are as anticipated, the cost of planned exploration activities, that third party contractors, supplies and governmental and other approvals required to conduct planned exploration activities will be available and on reasonable terms that general business and economic conditions will not change in a material adverse manner. Although the assumptions made by the Company in providing forward-looking information or making forward looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.
These forward-looking statements. involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Vizsla to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: satisfaction or waiver of all applicable conditions to closing of the Acquisition (including receipt of all necessary stock exchange and regulatory approvals or consents and the absence of material changes with respect to the parties and their respective businesses); the synergies expected from the Acquisition not being realized;; fluctuations in general macroeconomic conditions; dependence on third party financing, uncertainty of the availability of additional financing, reliance upon key management, early stage nature of the Company's projects, fluctuations in securities markets and the market price of Vizsla shares; fluctuations in spot and forward prices of gold, copper, base metals or certain other commodities; change in national and local government, legislation, taxation, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; relationships with and claims by local communities and indigenous populations;; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities), deficiencies in the Company's title to its properties.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, Vizsla cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended.
Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Vizsla assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
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