VIZSLA COPPER ANNOUNCES CLOSING OF ACQUISITION OF PALMER VMS PROJECT IN ALASKA AND $44 MILLION PRIVATE PLACEMENT

Executive Summary
- Vizsla Copper completed the acquisition of Constantine Metal Resources Ltd., becoming 100% owner of the Palmer VMS project in southeast Alaska.
- The company closed a non‑brokered concurrent private placement raising approximately $44.24 million in gross proceeds.
- Proceeds will fund exploration of Palmer and other BC projects, cover remaining acquisition costs, and bolster working capital; the deal includes milestone payments up to $15 M tied to resource updates and commercial production.
Key Details
- Acquisition Terms
- Issued 13,888,888 Vizsla common shares (deemed $1.08 per share) to American Pacific Mining Corp., completing purchase of all CMR shares.
- Milestone payments to American Pacific:
- $5 M upon public disclosure of an updated NI 43‑101 resource estimate ≥ 22 Mt mineralized material.
- $10 M upon commencement of commercial production at Palmer.
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Payments may be satisfied in cash or “Milestone Shares” (subject to exchange approval, pricing floor $0.975, and a four‑month + one‑day hold period).
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Financing Structure
- LIFE Shares: 23,148,148 shares @ $1.08 = $24,999,999.84
- Common Shares: 7,605,775 shares @ $1.08 = $8,214,237
- Flow‑Through (FT) Shares: 8,892,305 shares @ $1.24 = $11,026,458.20
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Total gross proceeds: $44,240,605
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Use of Proceeds
- FT Share proceeds → Canadian critical‑minerals exploration expenses (flow‑through mining expenditures) in BC.
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Net proceeds from LIFE & Common Shares → exploration of Palmer, continued BC exploration (Poplar project), acquisition cost settlement, and general working capital.
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Finder Compensation
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$1,903,059.77 paid in finder’s fees; 1,692,235 finder’s warrants issued (exercise price $1.08, 24‑month term).
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Insider Participation
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Directors/officers subscribed for 1,949,754 Common Shares and 241,937 FT Shares → gross proceeds $2,405,736 (related‑party transaction exempt from certain valuation/approval thresholds).
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Share Consolidation
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Effective Dec 4 2025, a 10‑for‑1 consolidation was implemented; all share references are post‑consolidation.
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Resource Highlights – Palmer Project
- Indicated: 4.77 Mt @ 1.69% Cu, 5.17% Zn (3.5% CuEq) → 178 M lb Cu, 543 M lb Zn.
- Inferred: 12.00 Mt @ 0.57% Cu, 3.92% Zn (3.1% CuEq) → 151.5 M lb Cu, 1,036.4 M lb Zn.
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Over US$116 M invested to date; road access, permits, and infrastructure in place.
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Future Exploration Plans
- Winter 2026 drill campaign at Poplar (Thira discovery).
- Summer 2026 large‑scale drilling at Palmer targeting high‑grade Zone 1 extensions and additional VMS targets.
Notable Quotes
“With the transaction and upsized financing now officially closed, the team can focus on a busy 2026… Palmer is a rare high‑grade copper asset in a strategic location… We will begin 2026 with a major winter drill campaign at Poplar…” – Craig Parry, Chairman & CEO
Materiality: Material – Positive (significant acquisition of a high‑grade VMS project and sizable financing that materially enhance the company’s treasury and growth prospects).