Universal Copper Mails Meeting Materials to Approve Acquisition by Vizsla Copper

VANCOUVER, BC / ACCESSWIRE / March 7, 2024 / Universal Copper Ltd. ("Universal Copper" or the "Company") is pleased to announce that, further to its news release dated February 14, 2024, it has mailed its management information circular (the "Circular") and related proxy materials to shareholders of the Company ("Shareholders") and holders of Options ("Optionholders", and together with Shareholders, "Securityholders") in connection with the special meeting of Securityholders to be held at 10:30 a.m. (Vancouver time) on April 10, 2024 (the "Meeting").

The Meeting and Voting Requirements
At the Meeting, Securityholders will be asked to approve, among other things, the Company's previously announced transaction with Vizsla Copper Corp. ("Vizsla Copper") whereby Vizsla Copper is proposing to acquire all of the issued and outstanding common shares of the Company ("Shares") by way of a statutory plan of arrangement (the "Arrangement"). The Arrangement will require approval by (i) at least two-thirds (66⅔%) of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; (ii) at least two-thirds (66⅔%) of the votes cast by Securityholders , present in person or represented by proxy and entitled to vote at the Meeting, voting together as a single class; and (iii) a majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting excluding Shares held by interested parties as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

The Consideration
The Arrangement is being proposed under, and is subject to the terms and conditions of, a definitive arrangement agreement (the "Arrangement Agreement") between the Company and Vizsla Copper. Assuming the Arrangement becomes effective, Vizsla Copper will issue 0.23 common shares in the capital of Vizsla Copper (each whole common share, a "Vizsla Copper Share") to Shareholders in exchange for each Share held (such ratio being referred to herein as the "Exchange Ratio"). Additionally, the Company's outstanding stock options ("Options") will be exchanged for options of Vizsla Copper, and the Company's outstanding warrants will become exercisable to acquire Vizsla Copper Shares, in amounts and at exercise prices adjusted in accordance with the Exchange Ratio.