Universal Copper Announces Securityholder Approval for Acquisition by Vizsla Copper

VANCOUVER, BC / ACCESSWIRE / April 10, 2024 / Universal Copper Ltd. ("Universal Copper" or the "Company") is pleased to announce that, at the special meeting (the "Meeting") of holders ("Shareholders") of common shares of the Company ("Shares") and holders ("Optionholders", and together with Shareholders, "Securityholders") of options to acquire Shares ("Options"), Securityholders overwhelmingly voted in favour of the special resolution (the "Arrangement Resolution") to approve the previously announced plan of arrangement (the "Arrangement") with Vizsla Copper Corp. ("Vizsla Copper") pursuant to which Vizsla Copper will acquire all of the issued and outstanding Shares in exchange for 0.23 of a Vizsla Copper common share (each whole common share of Vizsla Copper, a "Vizsla Copper Share") for each Share held (such ratio being referred to herein as the "Exchange Ratio"). Additionally, the Company's outstanding 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. The purchase price represents a 60% premium to the 10-day volume weighted price of $0.015 per Share on February 12, 2024.

Shareholders holding a total of 53,825,794 Shares were represented in person or by proxy at the Meeting, which constituted a quorum of Shareholders, who represented 37.91% of the 141,998,878 issued and outstanding Shares entitled to vote as of February 23, 2024, the record date for the Meeting.

The Arrangement required the approval of: (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 ("MI 61-101").