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.