Vizsla Copper Corp. entered into a definitive arrangement agreement to acquire Universal Copper Ltd. for CAD 3.3 million.
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.