Vizsla Silver Corp 6-K, filed Sep 8, 2023
Vizsla Silver Corp. (VZLA)
About this 6-K
Vizsla Silver Corp filed this 6-K on September 8, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2023
Commission File Number: 001-41225
VIZSLA SILVER CORP.
(Translation of registrant's name into English)
Suite 700, 1090 West Georgia Street
Vancouver, British Columbia V6E 3V7 Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [ x ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
SUBMITTED HEREWITH
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| VIZSLA SILVER CORP. | ||
| (Registrant) | ||
| Date: September 8, 2023 | By: | /s/ Michael Konnert |
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| Michael Konnert | ||
| Title: | Chief Executive Officer | |
Condensed Consolidated Interim Financial Statements
(Expressed in Canadian Dollars - unaudited)
For the three months ended July 31, 2023 and 2022
VIZSLA SILVER CORP.
Condensed Consolidated Interim Statements of Financial Position
Expressed in Canadian dollars - unaudited
| As at | Note | July 31, 2023 |
April 30, 2023 (Audited) |
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| $ | $ | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | 811,650 | 12,608,704 | ||||||
| Short-term investments | 3 | 40,115,000 | 40,115,000 | |||||
| Taxes receivable | 4 | 19,275,306 | 17,498,525 | |||||
| Other receivables | 857,764 | 783,490 | ||||||
| Prepaid expenses | 2,667,879 | 3,015,115 | ||||||
| Total current assets | 63,727,599 | 74,020,834 | ||||||
| Non-current assets | ||||||||
| Long-term prepaid expenses | 129,529 | 168,792 | ||||||
| Property, plant, and equipment | 5 | 472,265 | 384,728 | |||||
| Investment | 6 | 1,214,220 | 1,297,098 | |||||
| Exploration and evaluation assets | 7 | 178,205,128 | 162,731,725 | |||||
| Total non-current assets | 180,021,142 | 164,582,343 | ||||||
| Total assets | 243,748,741 | 238,603,177 | ||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | 5,357,084 | 6,175,346 | ||||||
| Due to related party | 8 | 71,750 | 280,505 | |||||
| Total liabilities | 5,428,834 | 6,455,851 | ||||||
| SHAREHOLDERS' EQUITY | ||||||||
| Share capital | 9 | 237,468,220 | 237,460,259 | |||||
| Reserves | 33,062,836 | 30,324,553 | ||||||
| Accumulated other comprehensive gain | 17,294,238 | 9,465,293 | ||||||
| Deficit | (49,505,387 | ) | (45,102,779 | ) | ||||
| Total shareholders' equity | 238,319,907 | 232,147,326 | ||||||
| Total liabilities and shareholders' equity | 243,748,741 | 238,603,177 | ||||||
Note 1 - Nature and Continuance of Operations
They are signed on the Company's behalf by:
| "Michael Konnert" | "Craig Parry" | ||||||||
| Director, CEO | Director, Chairman | ||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements
VIZSLA SILVER CORP.
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss
Expressed in Canadian dollars - unaudited
| For the three months ended | Note | July 31, 2023 | July 31, 2022 | ||||
| $ | $ | ||||||
| General and administrative expenses | |||||||
| Amortization | 67,258 | 45,893 | |||||
| Consulting fees | 282,493 | 208,909 | |||||
| Directors fees | 8 | 77,924 | 87,500 | ||||
| Foreign exchange (gain) / loss | (174,628 | ) | 90,469 | ||||
| Insurance | 187,085 | 177,768 | |||||
| Management fees | 8 | 87,500 | 87,500 | ||||
| Marketing | 698,860 | 767,933 | |||||
| Office and miscellaneous | 8 | 268,444 | 350,355 | ||||
| Professional fees | 91,033 | 150,038 | |||||
| Share-based compensation | 9e, f | 2,738,283 | 1,240,564 | ||||
| Transfer agent and filing | 93,695 | 75,347 | |||||
| Travel and promotion | 16,627 | 103,145 | |||||
| (4,434,574 | ) | (3,385,421 | ) | ||||
| Other income / (loss) | |||||||
| Interest income | 114,844 | 35,183 | |||||
| Revaluation loss on investment in equity instruments | 6 | (82,878 | ) | - | |||
| Net loss | (4,402,608 | ) | (3,350,238 | ) | |||
| Other comprehensive gain/(loss) | |||||||
| Items that will be reclassified subsequently | |||||||
| Translation gain/(loss) on foreign operations | 7,828,945 | (183,906 | ) | ||||
| Comprehensive gain / (loss) | 3,426,337 | (3,534,144 | ) | ||||
| Basic and diluted loss per share | (0.02 | ) | (0.02 | ) | |||
| Weighted average number of common shares | |||||||
| Basic and diluted | 207,940,239 | 154,875,802 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements
VIZSLA SILVER CORP.
Condensed Consolidated Interim Statements of Cash Flows
Expressed in Canadian dollars - unaudited
| For the three months ended | Note | July 31, 2023 | July 31, 2022 | ||||
| $ | $ | ||||||
| Operating activities | |||||||
| Net loss for the period | (4,402,608 | ) | (3,350,238 | ) | |||
| Items not affecting cash: | |||||||
| Amortization | 5 | 67,258 | 45,893 | ||||
| Share-based compensation | 9 | 2,738,283 | 1,240,564 | ||||
| Revaluation loss on investment in equity instruments | 6 | 82,878 | - | ||||
| Changes in non-cash working capital items: | |||||||
| Accounts payable and accrued liabilities | (644,338 | ) | (3,733,739 | ) | |||
| Due to related parties | 8 | (208,755 | ) | (17,708 | ) | ||
| Taxes receivable | 4 | (1,776,781 | ) | 1,045,273 | |||
| Other receivable | (74,274 | ) | 8,912 | ||||
| Prepaid expenses | 386,499 | (17,237 | ) | ||||
| Net cash flows used in operating activities | (3,831,838 | ) | (4,778,280 | ) | |||
| Investing activities | |||||||
| Purchase of exploration and evaluation assets | 7 | - | (6,824,175 | ) | |||
| Exploration and evaluation expenditures | 7 | (8,063,516 | ) | (7,606,608 | ) | ||
| Payable related to exploration and evaluation assets | (173,924 | ) | - | ||||
| Purchase of equipment | 5 | (136,220 | ) | (160,827 | ) | ||
| Net cash flows used in investing activities | (8,373,660 | ) | (14,591,610 | ) | |||
| Financing activities | |||||||
| Issuance of common shares - warrants exercise | 9 | 7,961 | - | ||||
| Net cash flows provided by financing activities | 7,961 | - | |||||
| Effects of foreign exchange | 400,483 | - | |||||
| Decrease in cash and cash equivalents | (11,797,054 | ) | (19,369,890 | ) | |||
| Cash and cash equivalents, beginning of the period | 12,608,704 | 30,482,269 | |||||
| Cash and cash equivalents, end of the period | 811,650 | 11,112,379 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements
VIZSLA SILVER CORP.
Condensed Consolidated Interim Statements of Changes in Equity
Expressed in Canadian dollars, except for number of shares - unaudited
| Common shares | |||||||||||||||||||
| Note | Number | Amount | Reserves | Other comprehensive income (loss) |
Deficit | Total | |||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||
| Balance, April 30, 2022 | 154,875,802 | 163,972,960 | 23,691,609 | (368,411 | ) | (31,511,051 | ) | 155,785,107 | |||||||||||
| Stock based compensation | - | - | 1,240,564 | - | - | 1,240,564 | |||||||||||||
| Net loss and comprehensive loss for the period | - | - | - | (183,906 | ) | (3,350,238 | ) | (3,534,144 | ) | ||||||||||
| Balance, July 31, 2022 | 154,875,802 | 163,972,960 | 24,932,173 | (552,317 | ) | (34,861,289 | ) | 153,491,527 | |||||||||||
| Balance, April 30, 2023 | 207,938,329 | 237,460,259 | 30,324,553 | 9,465,293 | (45,102,779 | ) | 232,147,326 | ||||||||||||
| Shares issued pursuant to the exercise of warrants and options | 10 | 5,490 | 7,961 | - | - | - | 7,961 | ||||||||||||
| Stock-based compensation | 10 | - | - | 2,738,283 | - | - | 2,738,283 | ||||||||||||
| Net loss and other comprehensive gain for the period | - | - | - | 7,828,945 | (4,402,608 | ) | 3,426,337 | ||||||||||||
| Balance, July 31, 2023 | 207,943,819 | 237,468,220 | 33,062,836 | 17,294,238 | (49,505,387 | ) | 238,319,907 | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements
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VIZSLA SILVER CORP. |
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Notes to Condensed Consolidated Interim Financial Statements |
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For the three months ended July 31, 2023, and 2022 |
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Expressed in Canadian dollars - unaudited |
1. Nature and Continuance of Operations
The Company was incorporated on September 26, 2017, under the Business Corporations Act (British Columbia) under the name Vizsla Capital Corp. On March 8, 2018, the Company changed its name to Vizsla Resources Corp. The Company's principal business activity is the exploration of mineral properties. The Company currently conducts substantially all its operations in Canada and Mexico in one business segment. On February 8, 2021, the Company changed its name to Vizsla Silver Corp. (the "Company", "Vizsla Silver"). It is trading on the venture exchange under the symbol VZLA.
On January 21, 2022, Vizsla Silver Corp was listed on the NYSE American and commenced trading under the symbol "VZLA".
The head office and principal address of the Company is located at 700- 1090 West Georgia Street, Vancouver, B.C., V6E 3V7.
The Company has not yet determined whether its properties contain ore reserves that are economically recoverable. The recoverability of the amounts shown for mineral properties and exploration costs is dependent upon the existence of economically recoverable ore reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its properties, and future profitable production or proceeds from the disposal of properties.
These condensed consolidated interim financial statements have been prepared using accounting principles applicable to a going concern which assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation.
The Company continues to experience risks associated with global inflation and volatility in foreign exchange rates. The Company continues to monitor each of these risks and will execute timely and appropriate measures as necessary. Further, near-term metal prices, exchange rates, discount rates, and other key assumptions used in the Company's accounting estimates are subject to greater uncertainty given the current economic environment. Changes in these assumptions could significantly impact the Company's accounting estimates.
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VIZSLA SILVER CORP. |
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Notes to Condensed Consolidated Interim Financial Statements |
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For the three months ended July 31, 2023, and 2022 |
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Expressed in Canadian dollars - unaudited |
2. Significant Accounting Policies and Basis of Presentation
These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB"). Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") have been omitted or condensed, and therefore these condensed consolidated interim financial statements should be read in conjunction with the Company's April 30, 2023, audited annual consolidated financial statements and the notes to such financial statements.
These condensed consolidated interim financial statements are based on the IFRS issued and effective as of July 31, 2023. These condensed consolidated interim financial statements were authorized for issuance by the Company's Board of Directors on September 8, 2023, and follow the same accounting policies and methods of computation as the most recent annual consolidated financial statements:
a) Basis of Consolidation
The principal subsidiaries of the Company, which are accounted for under the consolidation method, are as follows:
| Entity | Principal activities | Country of incorporation and operation |
Ownership interest as at July 31, 2023 |
Ownership interest as at April 30, 2023 |
| Canam Alpine Ventures Ltd. | Holding Co | Canada | 100% | 100% |
| Minera Canam S.A. DE C.V. | Exploring evaluating mineral properties | Mexico | 100% | 100% |
| Operaciones Canam Alpine S.A. DE C.V. |
Exploring evaluating mineral properties | Mexico | 100% | 100% |
| Vizsla Royalty Corp. (formerly Vizsla Copper Corp. and 1283303 B.C. Ltd.) | Royalty Company | Canada | 100% | 100% |
| Canam Royalties Mexico, S.A. de C.V. | Royalty Company | Mexico | 100% | 100% |
Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and can affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. All significant intercompany transactions and balances have been eliminated.
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VIZSLA SILVER CORP. |
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Notes to Condensed Consolidated Interim Financial Statements |
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For the three months ended July 31, 2023, and 2022 |
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Expressed in Canadian dollars - unaudited |
2. Significant Accounting Policies and Basis of Presentation (continued)
b) Accounting Standards Issued but Not Yet Adopted
The new standards or amendments issued but not yet effective are either not applicable or not expected to have a significant impact on the Company's condensed consolidated interim financial statements.
c) Significant Accounting Judgments and Estimates
The preparation of the condensed consolidated interim financial statements in conformity with IFRS requires management to make judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses, and related disclosure. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Judgment is used mainly in determining how a balance or transaction should be recognized in the financial statements. Estimates and assumptions are used mainly in determining the measurement of recognized transactions and balances. Actual results may differ from these estimates.
Significant areas where management's judgment has been applied include:
- Impairment of exploration and evaluation assets (E&E assets)
In accordance with the Company's accounting policy, the Company's E&E assets are evaluated every reporting period to determine whether there are any indications of impairment. If any such indication exists, which is often judgmental, a formal estimate of recoverable amount is performed, and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or cash generating group of assets is measured at the higher of fair value less costs to sell and value in use.
The evaluation of asset carrying values for indications of impairment includes consideration of both external and internal sources of information, including such factors as market and economic conditions, metal prices, plans for the Company's mineral properties and mineral resources and/or reserve estimates.
Management has assessed for impairment indicators for the Company's E&E assets and has concluded that no indicators of impairment were identified, and the Company plans to continue with its objective of developing Panuco - Copala Property.
Significant areas requiring the use of management estimates and assumptions include:
- Fair value calculation of share-based payments
The fair value of share-based payments in relation to the warrants and options granted is calculated using a Black Scholes option pricing model. There are several estimates used in the calculation such as the expected option life, rate of forfeiture of options granted, risk-free interest rate used and the future price volatility of the underlying security which can vary from actual future events. The factors applied in the calculation are management's best estimates based on industry average and future forecasts.
- Prismo strategic investment and intangible asset (Note 6)
Prismo shares, Prismo warrants, and Vizsla shares issued to Prismo were fair valued using the discount for lack of marketability ("DLOM") method. DLOM is based on the risk arising from the restricted holding period and voluntary escrow. The intangible asset is calculated based on the difference between the fair value of Prismo Units and Vizsla shares and cash consideration. The factors applied in the calculation are management's best estimates based on industry averages and future forecasts.
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VIZSLA SILVER CORP. |
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Notes to Condensed Consolidated Interim Financial Statements |
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For the three months ended July 31, 2023, and 2022 |
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Expressed in Canadian dollars - unaudited |
2. Significant Accounting Policies and Basis of Presentation (continued)
c) Significant Accounting Judgments and Estimates (continued)
- Assessing whether deferred tax assets and liabilities are recognized in accordance with IAS 12, Income taxes.
Provisions for income taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the outcome of these tax-related matters is different from the amounts that were originally recorded, such differences will affect the tax provisions in the period in which such determination is made.
- Tax receivables
Value-added tax ("VAT") receivable is collectible from the government of Mexico. The collection of VAT is subject to risk due to the complex application and collection process and therefore, risk related to the collectability and timing of payment from the Mexican government. The Company uses its best estimates based on the facts known at the time and its experience to determine its best estimate of the collectability and timing of these recoveries. Changes in the assumptions regarding collectability and the timing of collection could impact the valuation and classification of VAT receivable.
3. Cash and Cash Equivalents and Short-term Investments
Cash and cash equivalents include $811,650 (April 30, 2023 - $12,608,704) in the operating bank accounts. As of April 30, 2023, cash and cash equivalents also included $6,789,000 (US$5,000,000)) in short-term guaranteed investment certificates ("GICs") that are cashable within one to two months. The GICs earn interest at 5.30%.
Short-term investments include $40,115,000 (April 30, 2023 - $40,115,000) of GICs with maturities of more than 90 days ranging from six months to eight months earning interest at 5.18% to 5.24% (April 30, 2023 - 5.18% to 5.24%).
At July 31, 2023, the Company had 542,927 Mexican pesos (April 30, 2023 - 6,877,311 pesos) and $513,982 US dollars (April 30, 2023- $7,797,176 US dollars).
4. Taxes Receivable
| July 31, 2023 | April 30, 2023 | |||||
| $ | $ | |||||
| Goods and Service Tax (GST) recoverable | 51,757 | 84,648 | ||||
| Mexican Value Added Tax (IVA) recoverable | 19,223,549 | 17,413,877 | ||||
| Total | 19,275,306 | 17,498,525 |
* Mexican IVA is net of provision of MXD 5,868,290 (April 30, 2023- MXD 5,868,290).
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VIZSLA SILVER CORP. |
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Notes to Condensed Consolidated Interim Financial Statements |
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For the three months ended July 31, 2023, and 2022 |
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Expressed in Canadian dollars - unaudited |
5. Property, Plant and Equipment
| Computer equipment |
Computer software |
Office equipment |
Mining equipment |
Office improvements |
Total | ||||||||||||||
| Cost | $ | $ | $ | $ | $ | $ | |||||||||||||
| Balance - April 30, 2022 | 39,916 | - | 39,873 | 144,598 | 185,411 | 409,798 | |||||||||||||
| Additions | 29,326 | 55,212 | 8,565 | 165,637 | 27,112 | 285,852 | |||||||||||||
| Disposal | - | - | - | - | - | - | |||||||||||||
| Effect of change in exchange rate | 9,992 | - | 9,005 | 45,279 | 40,673 | 104,949 | |||||||||||||
| Balance - April 30, 2023 | 79,234 | 55,212 | 57,443 | 355,514 | 253,196 | 800,599 | |||||||||||||
| Additions | 162 | - | 269 | 135,789 | - | 136,220 | |||||||||||||
| Disposal | - | - | - | - | - | - | |||||||||||||
| Effect of change in exchange rate | 3,135 | - | 2,531 | 17,627 | 11,272 | 34,565 | |||||||||||||
| Balance - July 31, 2023 | 82,531 | 55,212 | 60,243 | 508,930 | 264,468 | 971,384 | |||||||||||||
| Accumulated Amortization | |||||||||||||||||||
| Balance - April 30, 2022 | 15,005 | - | 8,121 | 53,299 | 28,507 | 104,932 | |||||||||||||
| Amortization | 17,537 | 55,212 | 28,896 | 61,741 | 105,800 | 269,186 | |||||||||||||
| Disposal | - | - | - | - | - | - | |||||||||||||
| Effect of change in exchange rate | 3,480 | - | 5,343 | 13,613 | 19,317 | 41,753 | |||||||||||||
| Balance - April 30, 2023 | 36,022 | 55,212 | 42,360 | 128,653 | 153,624 | 415,871 | |||||||||||||
| Amortization | 5,589 | - | 11,789 | 20,431 | 29,449 | 67,258 | |||||||||||||
| Disposal | - | - | - | - | - | - | |||||||||||||
| Effect of change in exchange rate | 1,328 | - | 2,139 | 5,053 | 7,470 | 15,990 | |||||||||||||
| Balance - July 31, 2023 | 42,939 | 55,212 | 56,288 | 154,137 | 190,543 | 499,119 | |||||||||||||
| Carrying amounts | |||||||||||||||||||
| As at April 30, 2022 | 24,911 | - | 31,752 | 91,299 | 156,904 | 304,866 | |||||||||||||
| As at April 30, 2023 | 43,212 | - | 15,083 | 226,861 | 99,572 | 384,728 | |||||||||||||
| As at July 31, 2023 | 39,592 | - | 3,955 | 354,793 | 73,925 | 472,265 | |||||||||||||
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VIZSLA SILVER CORP. |
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Notes to Condensed Consolidated Interim Financial Statements |
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For the three months ended July 31, 2023, and 2022 |
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Expressed in Canadian dollars - unaudited |
6. Strategic Investment in Prismo Metals Inc. and Intangible Asset
On December 16, 2022, the Company entered a strategic investment with Prismo Metals Inc. ("Prismo"). Prismo is trading on the Canadian Securities Exchange under the symbol "PRIZ". The Company finalized its strategic investment in Prismo on January 6, 2023 ("Closing Date").
Pursuant to the strategic investment, the Company acquired (i) a right of first refusal ("ROFR") to purchase the Palos Verdes project from Prismo, which will remain valid until January 6, 2027, four years from the Closing Date, and (ii) 4,000,000 units of Prismo ("Prismo Units").
ROFR in this context refer to the obligation of Prismo to notify the Company of any written offers received from third parties to purchase any portion of the Palos Verdes Properties (referred to as the "Offered Interest"). The Company reserves the right to purchase the Offered Interest at the same price and under the same conditions within a 45-day window. If the Company declines or fails to respond, Prismo is permitted to sell to the third party after laps of 90 days, and the Company's rights expire after four years, unless its percentage of ownership is below 8%. The Company's ROFR persists through any changes of control of Prismo.
The Company acquired 4,000,000 Prismo Units, each Prismo Unit consists of one common share of Prismo (a "Prismo Share") and one-half of one common share purchase warrant (a "Prismo Warrant"). Each Prismo Warrant entitles the Company to purchase one additional Prismo Share for a period of two years from the closing date at a price of $0.75. The Prismo shares are subject to a statutory hold period of four months and one day, and a voluntary escrow period of 24 months with 25% of the securities released every six months. The Prismo Units were fair valued at $1,413,225.
The valuation of Prismo shares follows a level 2 fair value measurement. The share price is derived from the market price on the Closing Date of $0.48, with consideration for the lack of marketability. The DLOM rate used is provided below.
The consideration for the strategic investment consisted of a cash payment of $500,000 (paid) and 1,000,000 common shares of the Company. The consideration shares are subject to a statutory hold period of four months and one day, and a voluntary escrow period of 24 months with 25% of the securities released every six months. The shares were fair valued at $1,357,155.
The fair value of Vizsla shares is determined using a level 2 fair value measurement. The share price is based on the market price on the Closing Date of $1.62, after factoring in the lack of marketability. The applicable DLOM rate is provided below.
| As at Jan 6, 2023 Date |
DLOM | |
| Vizsla | Prismo | |
| 06-Jul-23 | 10.6% | 21.3% |
| 06-Jan-24 | 15.9% | 28.1% |
| 06-Jul-24 | 18.0% | 30.1% |
| 06-Jan-25 | 20.4% | 31.4% |
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VIZSLA SILVER CORP. |
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Notes to Condensed Consolidated Interim Financial Statements |
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For the three months ended July 31, 2023, and 2022 |
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Expressed in Canadian dollars - unaudited |
6. Strategic Investment in Prismo Metals Inc. and Intangible Asset (continued)
An intangible asset with a fair value of $443,930 was recognized for the difference between the fair value of the Prismo Units and Vizsla shares, as well as the cash paid as consideration. Due to the lack of evidence of future economic benefits, the Company wrote off the intangible asset as impairment loss in the year ended April 30, 2023. The continuity of the intangible asset is below:
| Right of first refusal | Total | ||||||
| Cost | $ | $ | |||||
| Balance - April 30, 2022 | - | - | |||||
| Additions | 443,930 | 443,930 | |||||
| Write off as impairment loss | (443,930 | ) | (443,930 | ) | |||
| Balance - April 30 and July 31, 2023 | - | - | |||||
| Carrying amounts | |||||||
| As at April 30, 2022 | - | - | |||||
| As at April 30, 2023 | - | - | |||||
| As at July 31, 2023 | - | - | |||||
In connection with the strategic investment, Prismo and the Company have agreed to form a technical committee to pursue district-scale exploration of the Panuco silver-gold district.
Immediately prior to the closing of the strategic investment, the Company did not beneficially own, directly or indirectly, or exercise control or direction over, any Prismo Shares or any securities convertible into or exercisable for Prismo Shares. Immediately following the closing of the strategic investment, the Company owns 4,000,000 Prismo Shares and 2,000,000 Prismo Warrants, representing 10.08% of the issued and outstanding Prismo Shares on a non-diluted basis and 14.4% of the Prismo Shares on a partially diluted basis. As of July 31, 2023, 1 million Prismo shares has been released from the voluntary hold.
As the Company has no common management or directors, it does not have significant influence. As such, the Prismo Units have been recognised as investment and measured at fair value through profit or loss. The change in the fair value during the period ended July 31, 2023, was $82,878 (year ended April 30, 2023: $116,127) and recorded in other loss. The continuity schedule of the investment is below:
| Strategic Investment | ||||
| $ | ||||
| Balance - April 30, 2022 | - | |||
| Additions | 1,413,225 | |||
| Gain (loss) from fair value adjustment | (116,127 | ) | ||
| Fair value - April 30, 2023 | 1,297,098 | |||
| Gain (loss) from fair value adjustment | (82,878 | ) | ||
| Fair value - July 31, 2023 | 1,214,220 | |||
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VIZSLA SILVER CORP. |
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Notes to Condensed Consolidated Interim Financial Statements |
|
For the three months ended July 31, 2023, and 2022 |
|
Expressed in Canadian dollars - unaudited |
6. Strategic Investment in Prismo Metals Inc. and Intangible Asset (continued)
Prismo shares are fair valued using the discount for lack of marketability ("DLOM") method. DLOM is based on the risk arising from the restricted holding period and voluntary escrow. The valuation of Prismo shares follows a level 2 fair value measurement. The share price is derived from the market price on the period-end date, July 31, 2023, of $0.29 (April 30, 2023: $0.335), with consideration for the lack of marketability. The DLOM rate used is provided below:
| April 30, 2023 | July 31, 2023 | |
| Date | DLOM | DLOM |
| 06-Jul-23 | 8.90% | Issued |
| 06-Jan-24 | 22.10% | 18.61% |
| 06-Jul-24 | 27.50% | 24.83% |
| 06-Jan-25 | 30.00% | 28.26% |
The fair value of the Prismo warrants granted was calculated as of the year-end date using the Black-Scholes option pricing model with the following assumptions:
| April 30, 2023 | July 31, 2023 | |
| Risk Free Interest Rate | 3.78% | 4.73% |
| Expected Dividend Yield | - | - |
| Expected Volatility | 115.74% | 154.08% |
| Expected Term in Years | 1.69 years | 1.44 years |
|
VIZSLA SILVER CORP. |
|
Notes to Condensed Consolidated Interim Financial Statements |
|
For the three months ended July 31, 2023, and 2022 |
|
Expressed in Canadian dollars - unaudited |
7. Exploration and Evaluation Assets
Canam Alpine Ventures Ltd. - Panuco-Copala Property
On November 5, 2019, pursuant to a definitive share exchange agreement (the "Agreement") dated September 13, 2019, the Company acquired all of the issued and outstanding common shares of Canam Alpine Ventures Ltd.("Canam"), a private British Columbia company. Canam owns two subsidiaries in Mexico, Minera Canam S.A. DE C.V. and Operaciones Canam Alpine S.A. DE C.V. According to the Agreement, the Company agreed to pay the consideration of $45,000 cash and issue 6,000,000 common shares (issued) and 12,000,000 Milestone Shares on the occurrence of milestone events as follows:
- Milestone event 1: Upon exercise of any defined options by Canam, the Company will issue 6,500,000 common shares (issued);
- Milestone event 2: Upon definition of a resource greater than 200,000 gold equivalent ounces, the Company will issue 5,500,000 common shares (issued).
In addition, the Company issued 250,000 common shares at the closing of the transaction and agreed to issue an additional 250,000 common shares on each occurrence of Milestone event 1 and 2 for a total of 750,000 common shares as finders' fees. The Company recorded $296,250 and $12,344 as contingent consideration in relation to the two milestone events and related finder's fees, respectively, which represented its fair value at the date of acquisition and was classified as shares to be issued, representing the fair value at the date of acquisition of the fixed number of shares that are required to be issued based on the milestones. The contingent consideration will not be remeasured, and settlement is accounted for in equity. As of April 30, 2022, the milestones have occurred, and the shares have been issued. As a result, the full $308,595 of contingent consideration has been reversed.
On August 8, 2019, Canam entered into an option agreement with Minera Rio Panuco S.A. de C.V. ("Panuco") whereby the Company can earn a 100% interest in certain concessions and assets by spending USD$2,000,000 in exploration by the second anniversary date of the agreement and paying a cumulative of USD$23,000,000. The option agreement was amended on May 6, 2020, to extend the schedule of Canam's payment and investment obligations for an additional one year and the Company paid USD$80,000 for the extension.
On September 9, 2019, Canam entered into an option agreement with Silverstone Resources S.A. de C.V. ("Copala") whereby the Company can earn a 100% interest in certain concessions and assets by spending USD$1,423,000 in exploration by the second anniversary date of the agreement and paying a cumulative of USD$20,000,000. Certain claims of Copala are subject to a 3.0% net smelter royalty ("NSR") which can be brought down to 1.5% for 10% interest or property right on the mining concessions.
On July 21, 2021, the Company signed a binding amending agreement (the "Panuco Amending Agreement") with Panuco and has executed a binding option exercise notice ("Copala Exercise Notice") with Copala, which together will constitute the acceleration and exercise of the Company's option to acquire 100% of the Panuco-Copala silver gold district ("Panuco District" or the "Project").
|
VIZSLA SILVER CORP. |
|
Notes to Condensed Consolidated Interim Financial Statements |
|
For the three months ended July 31, 2023, and 2022 |
|
Expressed in Canadian dollars - unaudited |
7. Exploration and Evaluation Assets (continued)
Canam Alpine Ventures Ltd. - Panuco-Copala Property (continued)
Under the Amending Agreement, Vizsla/Canam and Panuco have agreed to amend the terms of the original Panuco option agreement in order to accelerate the Company's exercise of its option on the Panuco property (the "Panuco Property"). Upon closing of the transactions contemplated by the Panuco Amending Agreement, Vizsla will acquire a 100% ownership interest in the Panuco Property (comprising 43 mining concessions with a combined surface area of 3,839 Ha) and the "El Coco" mill (the "Mill") in consideration for:
- A cash payment of US$4,250,000 (paid) to Panuco upon signing of the Amending Agreement;
- The issuance to Panuco of 6,245,902 common shares of Vizsla priced at $2.44 per share (for a total value of US$12,000,000) upon the completion of the transfer of the Panuco Property on or before August 10, 2021 (issued); and
- A cash payment of US$6,100,000: US$250,000 was paid on August 19, 2021; US$850,000 was paid on February 1, 2022, for the mineral claims around the Coco mill. On May 6th, 2022, following the refurbishment and transfer of ownership of the mill, US$5,000,000 was paid.
The mineral concessions comprising the Panuco Property include the Napoleon vein corridor, which has seen the majority of Vizsla's exploration and are unencumbered by royalties.
Under the Copala Exercise Notice, Vizsla and Copala have agreed to amend the terms of the original Copala option agreement in order to accelerate the Company's exercise of its option on the Copala property (the "Copala Property"). A definitive agreement was signed on July 20, 2021 (the "Copala Amending Agreement" and, together with the Panuco Amending Agreement, the "Amending Agreements"). Upon closing of the transactions contemplated by the Copala Amending Agreement, Vizsla will acquire a 100% ownership interest in the Copala Property (comprising 64 mining concessions with a combined surface area of 5,547 Ha) in consideration for:
- A cash payment of US$9,500,000 payable to Copala upon the completion of the transfer of the Copala Property on or before August 3, 2021 (paid); and
- The issuance to Copala of 4,944,672 common shares of Vizsla priced at $2.44 per share upon the completion of the transfer of the Copala Property (issued).
|
VIZSLA SILVER CORP. |
|
Notes to Condensed Consolidated Interim Financial Statements |
|
For the three months ended July 31, 2023, and 2022 |
|
Expressed in Canadian dollars - unaudited |
7. Exploration and Evaluation Assets (continued)
Canam Alpine Ventures Ltd. - Panuco-Copala Property (continued)
Costs related to the properties can be summarized as follows:
| Balance April 30, 2022 |
Additions | Balance April 30, 2023 |
Additions | Balance July 31, 2023 |
||||||||||||
| Acquisition costs | ||||||||||||||||
| Cash | $ | 19,744,301 | $ | 6,396,000 | $ | 26,140,301 | $ | - | $ | 26,140,301 | ||||||
| Effective settlement of loans receivables | 1,190,024 | - | 1,190,024 | - | 1,190,024 | |||||||||||
| Shares | 58,146,988 | - | 58,146,988 | - | 58,146,988 | |||||||||||
| Transaction cost | - | - | - | - | - | |||||||||||
| Subtotal | $ | 79,081,313 | $ | 6,396,000 | $ | 85,477,313 | $ | - | $ | 85,477,313 | ||||||
| Balance April 30, 2022 |
Additions | Balance April 30, 2023 |
Additions | Balance July 31, 2023 |
||||||||||||
| Exploration costs | ||||||||||||||||
| Analysis | $ | 5,166,595 | $ | 3,135,842 | $ | 8,302,436 | $ | 698,983 | $ | 9,001,419 | ||||||
| Depreciation | 23,951 | 53,711 | 77,662 | 20,431 | 98,093 | |||||||||||
| Drilling | 20,936,016 | 14,672,917 | 35,608,933 | 4,000,009 | 39,608,942 | |||||||||||
| Ejido Rights | 421,243 | - | 421,243 | - | 421,243 | |||||||||||
| Engineering consulting | 671,537 | 512,516 | 1,184,053 | 47,252 | 1,231,305 | |||||||||||
| Equipment | 1,306,386 | 1,094,354 | 2,400,740 | 509,984 | 2,910,724 | |||||||||||
| Field Cost | 4,342,210 | 1,711,210 | 6,053,420 | 516,279 | 6,569,699 | |||||||||||
| Geological consulting | 4,203,068 | 3,930,707 | 8,133,775 | 1,082,397 | 9,216,172 | |||||||||||
| GIS management | - | 203,054 | 203,054 | 40,068 | 243,122 | |||||||||||
| Geophysical survey | - | 158,542 | 158,542 | 3,693 | 162,235 | |||||||||||
| Maintenance | 396,939 | 452,923 | 849,862 | 8,215 | 858,077 | |||||||||||
| Rent of land | 239,695 | 146,953 | 386,648 | - | 386,648 | |||||||||||
| Travel and miscellaneous | 2,375,661 | 4,675,810 | 7,051,471 | 1,136,205 | 8,187,676 | |||||||||||
| Subtotal | $ | 40,083,301 | $ | 30,748,538 | $ | 70,831,839 | $ | 8,063,516 | $ | 78,895,355 | ||||||
| $ | 119,164,614 | $ | 37,144,538 | $ | 156,309,152 | $ | 8,063,516 | $ | 164,372,668 | |||||||
| Effect of change in exchange rate | (374,872 | ) | 6,797,445 | 6,422,573 | 7,409,887 | 13,832,460 | ||||||||||
| Total | $ | 118,789,742 | $ | 43,941,983 | $ | 162,731,725 | $ | 15,473,403 | $ | 178,205,128 | ||||||
The Company created a 100% owned subsidiary, Canam Royalties Mexico, S.A. de C.V. ("Canam Royalties") through Vizsla Royalty Corp., which is 100% owned by the Company. On February 23, 2022, Vizsla transferred 2% NSR on certain concessions and 0.5% NSR on certain concessions to Canam Royalties.
|
VIZSLA SILVER CORP. |
|
Notes to Condensed Consolidated Interim Financial Statements |
|
For the three months ended July 31, 2023, and 2022 |
|
Expressed in Canadian dollars - unaudited |
8. Related Party Transactions
During the three months ended July 31, 2023, and 2022, the Company has the following related party transactions:
(a) The Company has incurred $321,874 (2022: $330,652) in salary and consulting fees to the Company's officers and companies owned by the Company's officers as compensation.
(b) The Company has incurred $75,000 (2022: $87,500) in director fees to the Company's directors.
(c) The Company has paid $150,000 (2022: $150,000) to a company with common directors and officers for rent expenses and administration expenses.
(d) For the three months ended July 31, 2023, the Company has granted 2,965,000 (2022: 530,000) stock options to officers and directors of the Company (Note 9(e)).
(e) As of July 31, 2023, $71,750 (April 30, 2023: $280,505) was payable to officers of the Company.
These transactions are in the normal course of operations and have been valued in these condensed consolidated interim financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
9. Share Capital
a) Authorized:
Unlimited number of common shares with no par value.
b) Issued and Outstanding
As at July 31, 2023, 207,943,819 (April 30, 2023: 172,201,698) common shares with no par value were issued and outstanding.
During the three-months ended July 31, 2023, 5,490 warrants were exercised for proceeds of $7,691. No other shares were issued during the three months ended July 31, 2023.
During the year ended April 30, 2023, the Company issued common shares of the Company (the "Shares") as follow:
On February 9, 2023, the Company completed a private placement during which it issued 27,286,050 common shares at a price of $1.65 for gross proceeds of $45,021,982. The Company paid a cash commission of $2,701,319 equal to 6% of the gross proceeds of the offering and issued 1,637,163 compensation options to the Agents. Each compensation option is exercisable to acquire one common share of the Company at the issue price of $1.65 until February 9, 2025. The compensation options have a fair value of $1,408,313 using the Black-Scholes Options pricing model. The Company incurred a total of $3,023,679 in cash share issue costs.
All securities issued under the private placement will be subject to a statutory hold period in Canada expiring four months and one day from the date of issuance.
On November 15, 2022, the Company closed a bought deal financing of 23,805,000 units at a price of $1.45 per units for gross proceeds of $34,517,250. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant entitles the holder to acquire one common share of the Company until November 15, 2024, at a price of $2.00. The warrants were not assigned a value since the market price of the Company's share on November 15, 2022, was equivalent to the price of the unit at $1.45.
|
VIZSLA SILVER CORP. |
|
Notes to Condensed Consolidated Interim Financial Statements |
|
For the three months ended July 31, 2023, and 2022 |
|
Expressed in Canadian dollars - unaudited |
9. Share Capital (continued)
b) Issued and Outstanding (continued)
During the year ended April 30, 2023, the Company issued common shares of the Company (the "Shares") as follow:
The financing was subject to 6% cash finders fees and 6% finders warrants exercisable at $1.45 on or before November 15, 2024. The finders' warrants have a fair value of $1,138,453 using the Black-Scholes Options pricing model. The Company incurred a total of $2,542,864 in cash share issue costs.
The net proceeds from both the private placement and the bought deal financing will be used to advance the exploration, drilling, and development of the Company's Panuco Project, as well as for working capital and general corporate purposes.
On January 6, 2023, the Company issued 1,000,000 shares in connection to the strategic investment in Prismo Metals Inc. The shares are subject to a statutory hold period of four months and one day, and a voluntary escrow period of 24 months with 25% of the securities released every six months. The shares are fair valued at $1,357,155 (Note 6).
For the year ended April 30, 2023, 775,347 options were exercised for proceeds of $318,000. The weighted average share price on date of exercise is $1.76. 196,130 warrants were exercised for proceeds of $386,221. The weighted average share price of on date of exercise is $2.10.
c) Escrow shares
As of April 30, 2023, the Company has 750,000 shares in escrow (April 30, 2023: 1,000,000). The escrow shares relate to the Prismo transaction (Note 6) are subject to a voluntary escrow period of 24 months. During this period, 25% of the securities will be released every six months, starting from the closing date of January 6, 2023. During the three months ended July 31, 2023, 250,000 have been released and 750,000 shares remain in escrow.
d) Warrants
As of July 31, 2023, the Company has 14,766,343 warrants exercisable (April 30, 2023: 14,771,833).
During the three-months ended July 31, 2023, 5,490 warrants were exercised for proceeds of $7,691. No other warrants were issued during the three months ended July 31, 2023.
During the year ended April 30, 2023, the Company issued 11,902,500 warrants and 1,428,300 broker warrants, totaling 13,330,800 warrants in relation to the bought deal financing which closed on November 15, 2022. Each warrant entitles the holder to acquire one common share of the Company until November 15, 2024, at a price of $2.00. The Company issued 1,637,163 compensation warrants in relation to the private placement which closed on February 9, 2023. Each compensation warrant is exercisable to acquire one Common Share at $1.65 until February 9, 2025. 32,424,902 warrants expired.
|
VIZSLA SILVER CORP. |
|
Notes to Condensed Consolidated Interim Financial Statements |
|
For the three months ended July 31, 2023, and 2022 |
|
Expressed in Canadian dollars - unaudited |
9. Share Capital (continued)
d) Warrants (continued)
The following is a summary of warrant transactions for the three months ended July 31, 2023, and year ended April 30, 2023:
| July 31, 2023 | April 30, 2023 | |||||||||||
| Number of warrants |
Weighted average exercise price |
Number of warrants |
Weighted average exercise price |
|||||||||
| $ | $ | |||||||||||
| Warrants outstanding, beginning of the period | 14,771,833 | 1.91 | 32,424,902 | 2.68 | ||||||||
| Issued | - | - | 14,967,963 | 1.57 | ||||||||
| Exercised | (5,490 | ) | 1.45 | (196,130 | ) | 1.97 | ||||||
| Expired | - | - | (32,424,902 | ) | (2.68 | ) | ||||||
| Warrants outstanding, end of the period | 14,766,343 | 1.91 | 14,771,833 | 1.91 | ||||||||
The following warrants were outstanding and exercisable July 31, 2023:
| Expiry date | Exercise price $ |
Number of warrants outstanding and exercisable |
| 15-Nov-24 | 2.00 | 11,717,350 |
| 15-Nov-24 | 1.45 | 1,411,830 |
| 09-Feb-25 | 1.65 | 1,637,163 |
| 14,766,343 |
As at July 31, 2023, the weighted average remaining contractual life for outstanding warrants is 1.32 years (April 30, 2023: 1.57 years).
|
VIZSLA SILVER CORP. |
|
Notes to Condensed Consolidated Interim Financial Statements |
|
For the three months ended July 31, 2023, and 2022 |
|
Expressed in Canadian dollars - unaudited |
9. Share Capital (continued)
e) Options
The Company has adopted a Stock Option Plan (the "Plan") pursuant to which options may be granted to directors, officers and consultants of the Company. Under the terms of the Plan, the Company can issue a maximum of 10% of the issued and outstanding common shares at the time of the grant, a maximum term of 10 years and the exercise price of each option is determined by the directors but may not be less than the closing market price of the Common Shares on the day preceding the date of granting of the option less any available discount, in accordance with TSXV Policies. No option may be granted for a term longer than ten years. Options granted under the Plan including vesting and the term, are determined by, and at the discretion of, the Board of Directors.
The continuity of stock options for the three-month ended July 31, 2023, and year ended April 30, 2023, is as follows:
| July 31, 2023 | April 30, 2023 | |||||||||||
| Number of options |
Weighted average exercise price |
Number of options |
Weighted average exercise price |
|||||||||
| $ | $ | |||||||||||
| Options outstanding, beginning of the period | 15,926,972 | 1.69 | 14,640,472 | 1.64 | ||||||||
| Issued | 3,850,000 | 1.60 | 2,720,000 | 1.63 | ||||||||
| Cancelled | - | - | (658,153 | ) | (2.06 | ) | ||||||
| Exercised | - | - | (775,347 | ) | (0.41 | ) | ||||||
| Options outstanding, end of the period | 19,776,972 | 1.67 | 15,926,972 | 1.69 | ||||||||
| Options exercisable, end of the period | 14,580,722 | 1.68 | 13,692,722 | 1.69 | ||||||||
|
VIZSLA SILVER CORP. |
|
Notes to Condensed Consolidated Interim Financial Statements |
|
For the three months ended July 31, 2023, and 2022 |
|
Expressed in Canadian dollars - unaudited |
9. Share Capital (continued)
e) Options (continued)
The following options were outstanding and exercisable as July 31, 2023:
| Expiry date | Exercise price $ |
*Adjusted exercise price $ |
Number of Options outstanding |
Number of Options exercisable |
| 27-Feb-29 | 0.15 | 0.14 | 655,000 | 655,000 |
| 13-Jun-24 | 0.17 | 0.16 | 350,000 | 350,000 |
| 30-Dec-24 | 0.69 | 0.66 | 875,000 | 875,000 |
| 07-Jan-25 | 0.72 | 0.69 | 75,000 | 75,000 |
| 29-Jun-25 | 0.79 | 0.76 | 1,006,250 | 1,006,250 |
| 06-Aug-25 | 2.15 | 2.07 | 1,490,000 | 1,490,000 |
| 27-Aug-25 | 1.76 | 1.69 | 75,000 | 75,000 |
| 01-Oct-25 | 1.46 | 1.40 | 125,000 | 93,750 |
| 01-Dec-25 | 1.46 | 1.40 | 100,000 | 75,000 |
| 12-Jan-26 | 1.71 | 1.64 | 60,000 | 60,000 |
| 17-Feb-26 | 1.50 | 1.44 | 2,007,722 | 2,007,722 |
| 22-Jun-26 | 2.31 | 2.22 | 3,784,000 | 3,784,000 |
| 12-Jul-26 | 2.44 | 2.34 | 220,000 | 220,000 |
| 27-Jul-26 | 2.44 | 2.34 | 139,000 | 139,000 |
| 24-Sep-26 | 2.25 | 2.25 | 1,945,000 | 1,945,000 |
| 01-Feb-27 | 2.45 | 2.45 | 300,000 | 180,000 |
| 02-Jun-27 | 1.74 | 1.74 | 590,000 | 354,000 |
| 10-Feb-28 | 1.60 | 1.60 | 2,130,000 | 426,000 |
| 19-May-25 | 1.60 | 1.60 | 3,850,000 | 770,000 |
| 19,776,972 | 14,580,722 |
The fair value of the options granted was calculated using the Black-Scholes option pricing model with the following assumptions for options granted in the three months ended July 31, 2023, and 2022:
| For the three months ended | ||
| July 31, 2023 | July 31, 2022 | |
| Risk Free Interest Rate | 3.29% | 2.72% -2.89% |
| Expected Dividend Yield | - | - |
| Expected Volatility | 96.24% | 100% - 104% |
| Expected Term in Years | 5 years | 5 years |
The Company recorded a fair value of $2,455,724 as share-based compensation related to options granted for the three-month ended July 31, 2023 (July 31, 2022 - $1,240,564).
|
VIZSLA SILVER CORP. |
|
Notes to Condensed Consolidated Interim Financial Statements |
|
For the three months ended July 31, 2023, and 2022 |
|
Expressed in Canadian dollars - unaudited |
9. Share Capital (continued)
f) Restricted Shares Units
On February 10, 2023, pursuant to the Company's Equity Incentive Compensation Plan, the Company granted 1,133,572 restricted share units (each, an "RSU") to directors, officers, employees, and consultants of the Company. The RSUs will vest in three equal annual installments commencing on the first anniversary of the grant date. The Company can settle each vested RSUs with cash, sharers, or a combination of cash and share at the Company's discretion.
The fair value of each RSU is $1.60 which is the value of a Vizsla common share on issuance day (February 10, 2023). The total share-based compensation of the RSUs is valued at $1,813,715, which will be realized as the RSUs vest.
For the three-month ended July 31, 2023, the Company has recognized a fair value of $282,559 (July 31, 2022: $nil) for the RSUs.
10. Financial Instruments
Fair value of financial instruments
The Company applied the following fair value hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value into three levels:
The three levels are defined as follows:
- Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
- Level 2 - inputs to valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
- Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The Company's financial instruments are cash and cash equivalent, short-term investments, investment, other receivables, due to related party, and accounts payable and accrued liabilities. All these financial instruments are carried on the consolidated interim statements of financial position at amortized cost except investments, which are carried at fair value through profit or loss using a level 2 fair value measurement (Note 6). The fair values of these financial instruments approximate their carrying value due to their short-term nature.
The Company's financial instruments are exposed to certain financial risks, including liquidity risk, credit risk and interest rate risk.
|
VIZSLA SILVER CORP. |
|
Notes to Condensed Consolidated Interim Financial Statements |
|
For the three months ended July 31, 2023, and 2022 |
|
Expressed in Canadian dollars - unaudited |
10. Financial Instruments (continued)
Liquidity risk
Liquidity risk is the risk that the Company will not meet its financial obligations as they become due. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at July 31, 2023, the Company had a cash and cash equivalent balance of $811,650 and short-term investments of $40,115,000 to settle accounts payable and accrued liabilities of $5,428,834. All the Company's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.
Historically, the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company's access to financing is always uncertain. There can be no assurance of continued access to significant equity funding.
Market risk
Market risk is the risk that changes in market prices will affect the Company's earnings or the value of its financial instruments. Market risk is comprised of commodity price risk and interest rate risk. The objective of market risk management is to manage and control exposures within acceptable limits, while maximizing returns. The Company is not exposed to significant market risk.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of financial instruments will fluctuate because of changes in market interest rates. An immaterial amount of interest rate exposure exists in respect of cash balances on the statement of financial position. As a result, the Company is not exposed to material cash flow interest rate risk on its cash balances.
Foreign currency risk
Foreign currency risk is the risk that a variation in exchange rates between the Canadian dollar, United States dollar, and Mexican Peso will affect the Company's operations and financial results. The Company and its subsidiaries are exposed to foreign currency risk to the extent that it has monetary assets and liabilities denominated in foreign currencies.
The Company measures the effect on total assets or total receipts of reasonably foreseen changes in interest rates and foreign exchange rates. The analysis is used to determine if these risks are material to the financial position of the Company. A 1% change in foreign exchange rate of CAD to MXN would increase/decrease the net and comprehensive loss for the three months ended July 31, 2023, by approximately $153,000 (three months ended July 31, 2022: $97,000). Actual financial results for the coming year will vary since the balances of financial assets are expected to decline as funds are used for Company expenses.
Price risk
This risk relates to fluctuations in commodity and equity prices. The Company closely monitors commodity prices of precious and base metals, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company. Fluctuations in pricing may be significant.
Credit risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Company is exposed to credit-related losses in the event of non-performance by the counterparties. The carrying amounts of financial assets best represent the maximum credit risk exposure at the reporting date. Cash and cash equivalent are held with reputable banks in Canada. The long-term credit rating of these banks, as determined by Standard and Poor's, was A+. As at July 31, 2023, the cash on deposit at these institutions was in excess of federally insured limits. However, management believes credit risk is low given the good credit ratings of the banks.
|
VIZSLA SILVER CORP. |
|
Notes to Condensed Consolidated Interim Financial Statements |
|
For the three months ended July 31, 2023, and 2022 |
|
Expressed in Canadian dollars - unaudited |
11. Capital Management
The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business.
The Panuco-Copala property in which the Company currently has an interest are in the exploration stage, as such the Company has historically relied on the equity markets to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.
The capital structure of the Company consists of shareholders' equity, comprising issued capital and deficit. The Company is not exposed to any externally imposed requirements. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
12. Segment Information
The Company has one operating segment, being principally mineral exploration.
Geographic Information
The Company's non-current assets, excluding non-current deposits, by location of assets are as follows:
| July 31, 2023 | April 30, 2023 | |||||
| $ | $ | |||||
| Canada | 1,343,749 | 1,465,890 | ||||
| Mexico | 178,677,393 | 163,116,453 | ||||
| 180,021,142 | 164,582,343 |
MANAGEMENT DISCUSSION ANALYSIS
FOR THE THREE MONTHS ENDED
JULY 31, 2023
|
VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
BASIS OF DISCUSSION & ANALYSIS
This Management Discussion and Analysis ("MD&A") of the financial position and results of Vizsla Silver Corp. (the "Company" or "Vizsla") should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements for the three months ended July 31, 2023. The MD&A was prepared to conform to National Instrument 51-102F1 and was approved by the Board of Directors prior to its release. Readers are cautioned that the MD&A contains forward-looking statements and that actual events may vary from management's expectations. Readers are encouraged to read the Forward-Looking Statement disclaimer included with this MD&A.
The condensed consolidated interim financial statements and MD&A are presented in Canadian dollars, unless otherwise indicated, and have been prepared in accordance with International Financial Reporting Standards ("IFRS"). The statements and any summary of results presented in the MD&A were prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). Please consult the audited consolidated financial statements for the years ended April 30, 2023, and 2022, and the condensed consolidated interim financial statements for the three months ended July 31, 2023, and 2022, for more complete financial information.
All the Company's public disclosure filings, including its most recent management information circular, annual information form ("AIF"), material change reports, press releases and other information, may be accessed via www.sedar.com and readers are urged to review these materials, including the technical reports filed with respect to the Company's mineral properties. Information on risks associated with investing in the Company's securities is contained in the most recently filed AIF.
DATE
This MD&A has been prepared based on information available to the Company as of September 8, 2023.
OVERALL PERFORMANCE
NATURE OF BUSINESS
Vizsla Silver Corp. was incorporated as Vizsla Capital Corp. under the Business Corporations Act (British Columbia) on September 26, 2017. On March 8, 2018, the Company changed its name to Vizsla Resources Corp. The shares of the Company are trading on the TSX Venture Exchange under the symbol "VZLA". On February 8, 2021, the Company changed its name to Vizsla Silver Corp. The Company's principal business activity is the exploration of mineral properties. The Company currently conducts its operations in Mexico and Canada. It is trading on the TSX Venture Exchange ("TSXV") under the symbol VZLA.
On January 21, 2022, Vizsla Silver Corp was listed on the NYSE American exchange and commenced trading under the symbol "VZLA".
The head office and principal address of the Company is located at #700 -1090 West Georgia Street, Vancouver, B.C. V6E 3V7.
The Company has no substantial revenue and supports its operations through the sale of equity or assets such as mineral properties. The value of any mineral property is dependent upon the existence or potential existence of economically recoverable mineral reserves. See section related to "Risk Factors" in this statement.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
OVERALL PERFORMANCE (Continued)
INCENTIVE PLAN REWARDS, GRANT, EXERCISE AND CANCELLATION OF STOCK OPTIONS AND WARRANTS
On May 19, 2023, pursuant to the Company's Omnibus Equity Incentive Compensation Plan, it has granted 3,850,000 stock options ("Options") at an exercise price of $1.60 to directors, officers, employees, and consultants of the Company. The Options are exercisable for a period of five years and will vest over the next two years.
During the three months ended July 31, 2023, 5,490 warrants were exercised for proceeds of $7,691. No other warrants were issued or exercised during the three months ended July 31, 2023.
USE OF PROCEEDS
Net proceeds from the financing completed in February 2023 of $41,998,303 has been deployed for drill program to increase the resource, carry out environmental assessments, complete Geotech hydro drilling, social baseline work, and general and administration expenses.
Net proceeds of the financing completed in November 2022 of $31,974,386 were used primarily to carry out the drill program to extend the resource, deliver the second resource estimate, and cover the general and administration expenses.
The Company will continue to evaluate and acquire future growth opportunities including strengthening the land holding in the district.
The Company also will continue the current +90,000 metres resource/discovery-based drill program. A Mineral Resource update for the Panuco Project was released on January 24, 2023.
RESULTS OF OPERATION
PANUCO-COPALA PROJECT - MEXICO
MINERAL RESOURCE ESTIMATE
On January 24th, 2023, the Company announced the results of the Panuco project mineral resource estimate update. The company in conjunction with an independent qualified person (QP) completed a geostatistical block model estimate. Details of the methods used, and other project information are available for review in a NI43-101 compliant report available on SEDAR dated March 10, 2023.
Panuco Project Resource Summary - January 24, 2023 (150 g/t AgEq cut-off) or (2.00 g/t AuEq cut-off)
| Classification | Tonnes | Average Grade | Contained Metal | ||||||||||
| Ag | Au | Pb | Zn | AgEq | Au Eq | Ag | Au | Pb | Zn | AgEq | AuEq | ||
| (Mt) | (g/t) | (g/t) | (%) | (%) | (g/t) | (g/t) | (koz) | (koz) | (kt) | (kt) | (koz) | (koz) | |
| Indicated | 7.5 | 243 | 2.12 | 0.23 | 0.71 | 437 | 5.83 | 58,330 | 508 | 17 | 53 | 104,793 | 1,397 |
| Inferred | 7.2 | 304 | 2.14 | 0.19 | 0.54 | 491 | 6.55 | 70,672 | 496 | 14 | 39 | 114,113 | 1,521 |
AgEq = Ag ppm + (((Au ppm x Au price/gram) + (Pb% x Pb price/t) + (Zn% x Zn price/t))/Ag price/gram).
AuEq = Au ppm + (((Ag ppm x Ag price/gram) + (Pb% x Pb price/t) + (Zn% x Zn price/t))/Au price/gram).
Metal price assumptions are $24.00/oz silver, $1,800/oz gold, $2,425/t lead, and $2,976/t zinc.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
RESULTS OF OPERATION (Continued)
PANUCO-COPALA PROJECT - MEXICO (Continued)
MINERAL RESOURCE ESTIMATE (Continued)
Panuco Project Indicated & Inferred Resource Summary by Vein (150 g/t AgEq cut-off) or (2.00 g/t AuEq cut-off)
| Classification | Tonnes | Average Grade | Contained Metal | ||||||||||
| Ag | Au | Pb | Zn | AgEq | Au Eq | Ag | Au | Pb | Zn | AgEq | AuEq | ||
| (Mt) | (g/t) | (g/t) | (%) | (%) | (g/t) | (g/t) | (koz) | (koz) | (kt) | (kt) | (koz) | (koz) | |
| Indicated | |||||||||||||
| Napoleon | 3.3 | 135 | 1.99 | 0.41 | 1.39 | 351 | 4.68 | 14,186 | 209 | 13.5 | 45.2 | 36,814 | 491 |
| Napoleon HW | 0.3 | 151 | 1.45 | 0.22 | 0.79 | 298 | 3.97 | 1,407 | 14 | 0.6 | 2.3 | 2,767 | 37 |
| Josephine | 0.1 | 179 | 5.13 | 0.33 | 0.94 | 610 | 8.13 | 519 | 15 | 0.3 | 0.8 | 1,766 | 24 |
| NP Area Total | 3.6 | 138 | 2.02 | 0.40 | 1.33 | 353 | 4.71 | 16,112 | 237 | 14.4 | 48.3 | 41,347 | 551 |
| Copala | 3.1 | 343 | 2.22 | 0.06 | 0.12 | 516 | 6.88 | 33,999 | 220 | 1.9 | 3.6 | 51,106 | 681 |
| Tajitos | 0.6 | 329 | 2.09 | 0.10 | 0.17 | 496 | 6.62 | 6,197 | 39 | 0.6 | 1.0 | 9,337 | 124 |
| Cristiano | 0.2 | 414 | 2.54 | 0.08 | 0.19 | 614 | 8.19 | 2,022 | 12 | 0.1 | 0.3 | 3,003 | 40 |
| TJ Area Total | 3.8 | 344 | 2.21 | 0.07 | 0.13 | 517 | 6.89 | 42,218 | 271 | 2.6 | 4.9 | 63,446 | 846 |
| Total Indicated | 7.5 | 243 | 2.12 | 0.23 | 0.71 | 437 | 5.83 | 58,330 | 508 | 17.0 | 53.3 | 104,793 | 1,397 |
| Inferred | |||||||||||||
| Napoleon | 1.7 | 149 | 1.59 | 0.29 | 1.06 | 318 | 4.24 | 8,129 | 87 | 4.9 | 18.1 | 17393.0 | 232 |
| Napoleon HW | 0.4 | 176 | 1.58 | 0.23 | 1.00 | 341 | 4.54 | 2,025 | 18 | 0.8 | 3.6 | 3910.0 | 52 |
| Josephine | 0.2 | 110 | 3.28 | 0.24 | 0.67 | 389 | 5.19 | 817 | 24 | 0.5 | 1.6 | 2891.0 | 39 |
| Cruz | 0.4 | 123 | 2.62 | 0.24 | 1.16 | 371 | 4.95 | 1490 | 32 | 0.9 | 4.4 | 4514.0 | 60 |
| NP Area Total | 2.7 | 145 | 1.88 | 0.27 | 1.03 | 335 | 4.46 | 12,461 | 161 | 7.2 | 27.6 | 28,708.0 | 383 |
| Copala | 2.8 | 433 | 2.31 | 0.11 | 0.21 | 617 | 8.23 | 38,838 | 207 | 3.2 | 5.7 | 55,409.0 | 739 |
| Tajitos | 0.7 | 340 | 2.08 | 0.20 | 0.32 | 514 | 6.85 | 7,740 | 47 | 1.4 | 2.3 | 11,713.0 | 156 |
| Cristiano | 0.4 | 604 | 3.82 | 0.18 | 0.32 | 908 | 12.11 | 7,494 | 47 | 0.7 | 1.2 | 11,273.0 | 150 |
| TJ Area Total | 3.9 | 433 | 2.42 | 0.14 | 0.24 | 627 | 8.36 | 54,072 | 302 | 5.3 | 9.3 | 78,395.0 | 1,045 |
| Generales | 0.3 | 226 | 1.30 | 0.01 | 0.03 | 325 | 4.33 | 2,038 | 12 | 0.0 | 0.1 | 2,936.0 | 39 |
| Animas | 0.4 | 169 | 1.68 | 0.29 | 0.60 | 327 | 4.37 | 2,101 | 21 | 1.1 | 2.3 | 4,074.0 | 54 |
| Total Inferred | 7.2 | 304 | 2.14 | 0.19 | 0.54 | 491 | 6.55 | 70,672 | 496 | 13.6 | 39.3 | 114,113.0 | 1,521 |
AgEq = Ag ppm + (((Au ppm x Au price/gram) + (Pb% x Pb price/t) + (Zn% x Zn price/t))/Ag price/gram).
AuEq = Au ppm + (((Ag ppm x Ag price/gram) + (Pb% x Pb price/t) + (Zn% x Zn price/t))/Au price/gram).
Metal price assumptions are $24.00/oz silver, $1,800/oz gold, $2,425/t lead, and $2,976/t zinc.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
RESULTS OF OPERATION (Continued)
PANUCO-COPALA PROJECT - MEXICO (Continued)
MINERAL RESOURCE ESTIMATE (Continued)
Panuco Project Indicated & Inferred Resource Sensitivity Table
| Classification COG AgEq |
Tonnes | Average Grade | Contained Metal | ||||||||
| Ag | Au | Pb | Zn | AgEq | Ag | Au | Pb | Zn | AgEq | ||
| (Mt) | (g/t) | (koz) | (%) | (%) | (g/t) | (koz) | (koz) | (kt) | (kt) | (koz) | |
| Indicated: | |||||||||||
| >=300 ppm | 3.8 | 380 | 3.28 | 0.24 | 0.70 | 661 | 45,989 | 397 | 9.1 | 26.5 | 79,969 |
| >=250 ppm | 4.6 | 339 | 2.92 | 0.24 | 0.73 | 594 | 49,543 | 428 | 10.8 | 33.2 | 86,858 |
| >=200 ppm | 5.7 | 294 | 2.54 | 0.24 | 0.73 | 520 | 53,574 | 464 | 13.4 | 41.4 | 94,831 |
| >=150 ppm | 7.5 | 243 | 2.12 | 0.23 | 0.71 | 437 | 58,330 | 508 | 17.0 | 53.3 | 104,793 |
| >=120 ppm | 9.0 | 213 | 1.86 | 0.22 | 0.69 | 386 | 61,400 | 537 | 19.5 | 61.7 | 111,255 |
| >100 ppm | 10.2 | 194 | 1.70 | 0.21 | 0.66 | 354 | 63,419 | 554 | 21.1 | 67.3 | 115,469 |
| Inferred: | |||||||||||
| >=300 ppm | 4.0 | 456 | 3.13 | 0.20 | 0.47 | 716 | 59,148 | 406 | 8.3 | 18.9 | 92,784 |
| >=250 ppm | 4.8 | 410 | 2.83 | 0.20 | 0.48 | 647 | 62,677 | 433 | 9.6 | 23.1 | 98,968 |
| >=200 ppm | 5.7 | 362 | 2.51 | 0.20 | 0.52 | 576 | 66,412 | 461 | 11.1 | 29.5 | 105,757 |
| >=150 ppm | 7.2 | 304 | 2.14 | 0.19 | 0.54 | 491 | 70,672 | 496 | 13.6 | 39.3 | 114,113 |
| >=120 ppm | 8.6 | 268 | 1.89 | 0.18 | 0.53 | 436 | 73,709 | 519 | 15.3 | 45.5 | 119,802 |
| >100 ppm | 9.8 | 241 | 1.71 | 0.17 | 0.52 | 394 | 75,803 | 538 | 17.1 | 50.7 | 124,190 |
AgEq = Ag ppm + (((Au ppm x Au price/gram) + (Pb% x Pb price/t) + (Zn% x Zn price/t))/Ag price/gram).
Metal price assumptions are $24.00/oz silver, $1,800/oz gold, $2,425/t lead, and $2,976/t zinc.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
RESULTS OF OPERATION (Continued)
PANUCO-COPALA PROJECT - MEXICO (Continued)
Metallurgical Studies
The Company had preliminary metallurgical test work completed for the Napoleon ore body. A consulting company with experts in the field performed the studies using a third-party laboratory. Results for the Napoleon ore body were announced in a press release on February 17, 2022.
| Process Option | Stage | Mass Recovery (%) |
Global Recovery (%) | Product Grade (% or g/t) | ||||||
| Ag | Au | Pb | Zn | Ag | Au | Pb | Zn | |||
| Whole Ore Leach |
Direct Cyanidation Leach |
100 | 87 | 93 | - | - | - | - | - | - |
| Bulk Sulfide Flotation* |
Rougher Conc. | 17.0 | 93 | 90 | 94 | 94 | 666 | 16 | 6.8 | 5.8 |
| 1 Stage Cleaner Conc | 7.1 | 89 | 88 | 87 | 90 | 1,524 | 36 | 15.1 | 13.2 | |
| 2 Stage Cleaner Conc | 5.6 | 87 | 86 | 82 | 87 | 1888 | 45 | 18.1 | 16.2 | |
| Sequential Flotation* |
Lead Rougher Conc | 6.0 | 79 | 80 | 93 | 24 | 1,804 | 40 | 18.3 | 4.4 |
| Zinc Rougher Conc | 6.2 | 9 | 8 | 3 | 72 | 194 | 4 | 0.5 | 12.8 | |
| Lead Rougher Conc | 6.0 | 79 | 80 | 93 | 24 | 1,804 | 40 | 18.3 | 4.4 | |
| 1 Stage Cleaner Conc | 2.1 | 71 | 76 | 87 | 12 | 4,656 | 110 | 49.1 | 6.3 | |
| 2 Stage Cleaner Conc | 1.7 | 68 | 74 | 83 | 9 | 5,550 | 134 | 58.4 | 5.7 | |
| Zinc Rougher Conc | 6.2 | 9 | 8 | 3 | 72 | 194 | 4 | 0.5 | 12.8 | |
| 1 Stage Cleaner Conc | 1.7 | 8 | 7 | 2 | 71 | 628 | 13 | 1.4 | 47.2 | |
| 2 Stage Cleaner Conc | 1.4 | 7 | 7 | 1 | 71 | 692 | 15 | 1.2 | 56.2 | |
| Gravity Concentration |
Knelson Concentrate | 3.6 | 29 | 40 | 28 | 12 | 1,087 | 31 | 8.9 | 3.5 |
| Tabled Knelson Conc | 0.6 | 12 | 26 | 13 | 2 | 2,670 | 122 | 24.8 | 2.9 | |
Summary of results from optimized test work for Napoleon ore body. *Open circuit tests
Further preliminary metallurgical testing of the Tajitos ore body was conducted, and results were released in the company's Technical Report dated March 10, 2023, and posted on SEDAR.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
RESULTS OF OPERATION (Continued)
PANUCO-COPALA PROJECT - MEXICO (Continued)
Potential Flowsheet Comparison for Tajitos ore body
Note: *Estimated Values, testing would be required to confirm
EXERCISE OF OPTION AGREEMENTS
On July 21, 2021, the Company announced that it has signed a binding amending agreement (the "Panuco Amending Agreement") with Panuco and has executed a binding option exercise notice ("Copala Exercise Notice") with Copala, which together will constitute the acceleration and exercise of the Company's option to acquire 100% of the Panuco-Copala silver gold district ("Panuco District" or the "Project").
Under the Amending Agreement, Vizsla and Panuco have agreed to amend the terms of the original Panuco option agreement to accelerate the Company's exercise of its option on the Panuco property (the "Panuco Property"). Upon closing of the transactions contemplated by the Panuco Amending Agreement, Vizsla will acquire a 100% ownership interest in the Panuco Property (comprising 43 mining concessions with a combined surface area of 3,839 Ha) and the "El Coco" mill (the "Mill") in consideration for:
- A cash payment of US$4,250,000 payable to Panuco upon signing of the Amending Agreement (paid);
- The issuance to Panuco of 6,245,902 common shares of Vizsla priced at $2.44 per share (for a total value of US$12,000,000) upon the completion of the transfer of the Panuco Property on or before August 10, 2021 (issued); and
- A cash payment of US$6,100,000: US$250,000 was paid on August 19, 2021; US$850,000 was paid on February 1, 2022, for the mineral claims around the Coco mill. On May 6th, 2022, following the transfer of ownership of the mill, US$5,000,000 was paid.
The mineral concessions comprising the Panuco Property include the Napoleon vein corridor, which has seen the majority of Vizsla's exploration and are unencumbered by royalties.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
RESULTS OF OPERATION (Continued)
PANUCO-COPALA PROJECT - MEXICO (Continued)
EXERCISE OF OPTION AGREEMENTS (Continued)
Under the Copala Exercise Notice, Vizsla and Copala have agreed to amend the terms of the original Copala option agreement in order to accelerate the Company's exercise of its option on the Copala property (the "Copala Property"). A definitive agreement was signed on July 20, 2021 (the "Copala Amending Agreement" and, together with the Panuco Amending Agreement, the "Amending Agreements").
Upon closing of the transactions contemplated by the Copala Amending Agreement, Vizsla will acquire a 100% ownership interest in the Copala Property (comprising 64 mining concessions with a combined surface area of 5,547 Ha) in consideration for:
- A cash payment of US$9,500,000 payable to Copala upon the completion of the transfer of the Copala Property on or before August 3, 2021 (paid); and
- The issuance to Copala of 4,944,672 common shares of Vizsla priced at $2.44 per share upon the completion of the transfer of the Copala Property (issued)
During the Year period ended April 30, 2023, the Company continues its exploration program at Panuco-Copala flagship project with an aggressive drill program. The exploration program has comprised prospecting and detailed mapping and systematic sampling of surface which led to diamond drilling. Drilling has been carried out at forty targets thus far with 295,821 metres of drilling carried out to date.
LOCATION AND CONCESSIONS
The Panuco Silver Project is in the Panuco - Copala mining district in the municipality of Concordia in southern Sinaloa state along the western margin of the Sierra Madre Occidental physiographic province in western Mexico. The Panuco project area is accessed from Mazatlán via Federal Highway 15 to Villa Union and then on Highway 40 for a total of 56 kilometres. The project is centered at 23º19' North latitude and 105º54' West longitude.
The Project comprises 117 approved mining concessions covering a total area of 5,868.37 ha, and two applications for two mineral concessions covering 1,321.15 ha. The mineral concessions are held 100% by Vizsla Silver. The company also hold 4,103 hectares on four concessions located west of the Panuco Project.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
RESULTS OF OPERATION (Continued)
PANUCO-COPALA PROJECT - MEXICO (Continued)
GEOLOGY
The Panuco project is located along the western margin of the Sierra Madre Occidental ("SMO"), a high plateau and physiographic province that extends from the U.S.A. - Mexico border to the east-trending Trans Mexican Volcanic Belt. The SMO is an igneous province recording continental magmatic activity from the Late Cretaceous to the Miocene that has been separated into two episodes: the Lower Volcanic Complex (LVC) and the Upper Volcanic Series (UVS).
The stratigraphic column in the Project consists predominantly of intrusive, volcanic and volcaniclastic rocks of intermediate to felsic composition of the LVC that have been intruded by younger domes and dikes of rhyolite and basalt compositions of the UVS. An approximately 9 by 3-km pluton of diorite to quartz diorite composition and lavas and tuffs of andesite composition are the main host lithologies of the epithermal veins in the district. The rhyolites and dacites on top of the andesite (upper part of the LVS) host vein mineralization in minor proportion. Field work and interpretations conducted in the Project, suggest that the andesites of the LVC units are correlative with the Tarahumara formation of Sonora, and the ~77 to 69 Ma Socavon, Buelna and Portal members described in San Dimas. The rocks of the LVC in San Dimas are intruded by the Piaxtla batholith, dated at 49 to 44 Ma, whereas the age of epithermal mineralization has been constrained there between 41 and 37.8 (Enriquez et al, 2018 and Montoya et al, 2019). The diorite to quartz diorite pluton in Panuco has not been dated, but it is interpreted to be older than the Piaxtla intrusive, and correlative with the 64 Ma San Ignacio batholith dated by Montoya et al, (2019) in a locality west of San Dimas. Mineralization has not been dated in Panuco either, but it is possible that one or more epithermal pulses may be of late Eocene to early Oligocene age; this based on the observation that rhyolite dikes of possible Oligocene age (intruding the LVS units) are crosscut by veins in southern Napoleon area. The rhyolite-dacite dome in the Animas zone, adjacent to the El Muerto mine shows strong silicification and quartz veining as well.
Additionally, the Jurassic - Early Cretaceous basement (Tahue terrane), comprised of metasediments (phyllites and sandstones) have been recognized through tectonic/erosional "windows" into the LVS and in some drill-holes. The basement rocks are unconformably overlain by the LVC andesites and felsic rocks of the Tarahumara Formation and intruded by the diorite-granodiorite and granite plutons centered in Panuco project. The granite intrusion around the Panuco town has a reported K/Ar age of 57 Ma (McDowell and Kayzer 1977) whereas a granodiorite porphyry in Malpica located 30 km southeast of the Project area was dated at 54.2 Ma by K/Ar (Henry, 1975). Locally, the diorite intrusion has been observed to contain clasts of andesite and granite, implying a younger age for the diorite in the project area. Another intrusive phase of granodiorite to quartz-monzonite that may be coeval with the main diorite pluton, has been mapped in the footwall of the Animas-Refugio structure (Henry, 2003). Following deposition of the Tarahumara andesites, a quiescence period in volcanism, concomitant with uplift and erosion, favored formation of lakes and deposition of water-lain hyaloclastites and volcaniclastics composed of alternating rhyolite and andesite tuffs of Eocene age. These volcaniclastic unit is believed to be correlative with the Productive andesite member in San Dimas. The unit is hundreds of metres thick and has been intruded also by felsic stocks, plugs and dikes of the UVS.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
RESULTS OF OPERATION (Continued)
PANUCO-COPALA PROJECT - MEXICO (Continued)
MINERALIZATION
Mineralization on the property comprises a number of epithermal quartz veins. To date approximately 86 kilometres of these veins have been traced by Vizsla and previous workers. Individual vein corridors are up to 3.7 kilometres long and range from decimeters to greater than 10 metres in width. Veins have narrow envelopes of silicification, local argillic alteration and are commonly marked by clay gouge. More distal alteration comprises propylitic alteration bearing chlorite and epidote.
The mineralization along the vein corridors comprises hydrothermal veins - breccias with grey silica in the matrix and white or grey quartz clasts. The grey colour is due to the presence of very fine-grained disseminated sulphides, presumed to be mainly argentite or acanthite. Several hydrothermal breccias have been identified to date by Vizsla's geologists: breccias with grey quartz tend to occur at lower levels in the fault structures whereas breccias with barren white quartz tend to occur at higher levels. Locally, mineralized zones are cut by narrow, banded quartz veins with thin dark bands of argentite / acanthite and pyrite. In the higher-grade zones fine-grained pyrite is disseminated in the quartz with rare fine-grained sphalerite and / or galena. Bladed quartz pseudomorphs after calcite have been noted at various locations within the fault zone and are indicative of boiling conditions. All the mineralized zones have been cut by later quartz veinlets consisting of white quartz and purple amethyst quartz. The amethyst is thought to be related to mixing of near surface waters as the hydrothermal system is collapsing, as has been noted at the nearby San Dimas district (Montoya-Lopera et al, 2019).
The main structural corridors are Animas-Refugio, Cordon del Oro, Cinco Señores, Napoleon and La Colorada. Each structural corridor contains multiple identified prospects.
EXPLORATION UPDATE
Vizsla uses a multiple phase method of exploration. The initial activity consists of prospecting, surface mapping and sampling to identify areas of interest. The next phase is detailed mapping and systematic sampling. Mapping and sampling of mine workings are also performed to define potential areas for future work. A total of 4,277 surface samples and 800 underground channel samples have been collected and sent for laboratory analysis by Vizsla staff since work by the company began. The prospects are then catalogued and prioritized for drilling.
Since November 2019, over 40 prospects have been tested with 312,612 m drilled in 860 holes completed on HQ and NQ diameter. A total of 48, 508 core samples plus 8,696 QA/QC controls have been analyzed to date.
TECHNICAL DISCLOSURE
All technical disclosure covering the Company's mineral properties was prepared under the supervision of Martin Dupuis, P. Geo, Chief Operating Officer for the Company and a "Qualified Person" within the meaning of NI 43-101.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
FINANCIAL RESULTS
During the three months ended July 31, 2023 ("2023"), Vizsla recorded a comprehensive gain of $3,426,337, whereas the comprehensive loss for the same period in 2022 ("2022") was $3,534,144.
Excluding non-cash items such as stock-based compensation and amortization, the net loss for 2023 was $1,597,067 compared to $2,063,781 for 2022. This represents a decrease of $466,714 from the prior year.
Over the last two years, the major cost times have been consistent with slight variances. Director fees decreased by $9,576 due to a decrease in the number of directors, and professional fees decreased by $59,005 due to a decrease in the use of professional services. The Company has been strategic in its marketing efforts and investor relations activities, resulting in a $69,073 decrease in marketing expenses and an $86,518 decrease in travel and promotion compared to 2022.
In 2023, the cost of consulting services increased by $73,584 due to increased service needs. Insurance expenses increased by $9,317 because of premiums increase. The company's listing on both the TSXV and NYSE led to a $18,348 increase in transfer agent and filing fees. The fluctuation of foreign exchange gains is due to volatility in foreign exchange rates.
Interest income increased by $79,661 in 2023 compared to 2022, primarily due to the higher interest rates and availability of the cash flow to invest in short-term high-interest savings accounts and GICs.
There is a $82,878 revaluation loss from the change in fair value of the shares related to the Strategic investment.
The table below shows the major variances for the three months ended July 31, 2023, and 2022:
| Three months ended |
Three months ended |
||||||||
| July 31, 2023 | July 31, 2022 | Variance | |||||||
| $ | $ | $ | |||||||
| Consulting fees | 282,493 | 208,909 | 73,584 | ||||||
| Directors fees | 77,924 | 87,500 | (9,576 | ) | |||||
| Foreign exchange (gain)/loss | (174,628 | ) | 90,469 | (265,097 | ) | ||||
| Insurance | 187,085 | 177,768 | 9,317 | ||||||
| Management fees | 87,500 | 87,500 | - | ||||||
| Marketing | 698,860 | 767,933 | (69,073 | ) | |||||
| Office and miscellaneous | 268,444 | 350,355 | (81,911 | ) | |||||
| Professional fees | 91,033 | 150,038 | (59,005 | ) | |||||
| Transfer agent and filing | 93,695 | 75,347 | 18,348 | ||||||
| Travel and promotion | 16,627 | 103,145 | (86,518 | ) | |||||
| Other (income) / loss | |||||||||
| Interest income | (114,844 | ) | (35,183 | ) | (79,661 | ) | |||
| Revaluation loss on investment in equity instruments | 82,878 | - | 82,878 |
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
SUMMARY OF QUARTERLY RESULTS
Selected quarterly information for each of the eight most recently completed financial periods is set out below. All results were compiled using IFRS.
| Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | |||||||||||||||||
| July 31, | April 30, | January 31, | October 31, | July 31, | April 30, | January 31, | October 31, | |||||||||||||||||
| 2023 | 2023 | 2023 | 2022 | 2022 | 2022 | 2022 | 2021 | |||||||||||||||||
| Interest income | $ | 114,844 | $ | 633,734 | $ | 228,656 | $ | 62,167 | $ | 35,183 | $ | 25,851 | $ | 22,752 | $ | 40,182 | ||||||||
| Net loss / (income) | $ | 4,402,608 | $ | 5,167,554 | $ | 2,977,812 | $ | 2,096,124 | $ | 3,350,238 | $ | (2,770,425 | ) | $ | 5,919,057 | $ | 6,956,005 | |||||||
| Loss / (income) per common share | $ | 0.02 | $ | 0.01 | $ | 0.02 | $ | 0.01 | $ | 0.02 | $ | (0.04 | ) | $ | 0.04 | $ | 0.05 | |||||||
The variance over the eight quarters is due to an increase in exploration activities in Panuco Copala, expansion of the office operation, and the fair value of the stock base compensation. The net income in the fourth quarter of fiscal 2022 is due to the gain on the spin-out of Vizsla Copper. The net loss in the third quarter is higher than the net loss in the second quarter of fiscal 2023 because of the year-end bonus. The higher net loss in the last quarter of fiscal 2023 is due to stock base compensation. As operations stabilize, net loss also stabilizes as operations support the Company's sustained focus on the Panuco-Copala project.
LIQUIDITY
The Company's cash and cash equivalents on July 31, 2023, were $811,650 compared to $12,608,704 on April 30, 2023. The Company had a working capital of $58,298,765 on July 31, 2023, compared to a working capital of $67,564,983 at April 30, 2023.
During the three-month period ended July 31, 2023, $3.8 million was used in operating activities compared to $4.8 million in 2022. $8.4 million was used in investing activities during 2023 compared to $14.6 million in 2022. $7,961 was generated from financing compared to $nil in 2022.
The Company's financial instruments are cashable at any time without restriction.
The Company has no long-term debt or commitments.
As the Company has no revenues, its ability to fund operations is dependent upon its ability to secure financing through the sale of equity or assets. The value of any mineral property is dependent upon the existence of economically recoverable mineral reserves, or the possibility of discovering such reserves, or proceeds from the disposition of such properties. See Section "Risk Factors", below.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
CAPITAL RESOURCES
The Company had 207,943,819 issued and outstanding common shares as of July 31, 2023 (April 30, 2023 - 172,201,698).
During the three months ended July 31, 2023, 5,490 warrants were exercised for proceeds of $7,691. No other shares were issued during the three months ended July 31, 2023.
On May 19, 2023, pursuant to the Company's Omnibus Equity Incentive Compensation Plan, it granted 3,850,000 stock options ("Options") at an exercise price of $1.60 to directors, officers, employees, and consultants of the Company. The Options are exercisable for a period of five years and will vest over the next two years.
The fair value of the options granted was calculated using the Black-Scholes option pricing model with a risk-free interest rate of 3.29%, expected volatility of 96.24%, and zero expected dividend yield for a five-year term. The Company recorded a total fair value of $2,738,283 as share-based compensation for the three months ended July 31, 2023.
OFF-BALANCE SHEET ARRANGEMENTS
As a policy, the Company does not enter into off-balance sheet arrangements with special-purpose entities in the normal course of business, nor does it have any unconsolidated affiliates.
TRANSACTIONS WITH RELATED PARTIES
During the three months ended July 31, 2023, and 2022, the Company has the following related party transactions:
(a) The Company has incurred $321,874 (2022: $330,652) in salary and consulting fees to the Company's officers and companies owned by the Company's officers as compensation.
(b) The Company has incurred $75,000 (2022: $87,500) in director fees to the Company's directors.
(c) The Company has paid $150,000 (2022: $150,000) to a company controlled by the Chairman of the board and the CEO for rent expenses and administration expenses.
(d) For the three months ended July 31, 2023, the Company has granted 2,965,000 (2022: 530,000) stock options to officers and directors of the Company.
(e) As of July 31, 2023, $36,866 (April 30, 2023: $nil) was payable to a company controlled by the chairman of the board and the CEO, and $71,750 (April 30, 2023: $280,505) was payable to officers of the Company.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
TRANSACTIONS WITH RELATED PARTIES (Continued)
Below is a summary of cash compensation, stocked based compensation, and restricted shares units paid to officers and directors of the Company:
| For the three-months period ended | ||||||
| Cash compensation | July 31, 2023 | July 31, 2022 | ||||
| CEO fees | $ | 87,500 | $ | 87,500 | ||
| CFO fees | 54,999 | 55,000 | ||||
| COO fees | 62,500 | 115,500 | ||||
| SVP Business Development and Strategy fees | 60,000 | 45,153 | ||||
| VP Exploration fees | 56,875 | - | ||||
| Director fees | 77,924 | 401,806 | ||||
| $ | 399,798 | $ | 704,959 | |||
| For the three-months period ended | ||||||
| Stock-based compensation | July 31, 2023 | July 31, 2022 | ||||
| CEO fees | $ | 596,657 | $ | 412,007 | ||
| CFO fees | 251,069 | 148,821 | ||||
| COO fees | 296,655 | 90,059 | ||||
| SVP Business Development and Strategy fees | 223,717 | 105,975 | ||||
| VP Exploration | 167,399 | - | ||||
| Director fees | 294,838 | 557,120 | ||||
| $ | 1,830,336 | $ | 1,313,983 | |||
| For the three-months period ended | ||||||
| Restricted shares units | July 31, 2023 | July 31, 2022 | ||||
| CEO fees | $ | 38,761 | $ | - | ||
| CFO fees | 11,370 | - | ||||
| COO fees | 29,532 | - | ||||
| SVP Business Development and Strategy fees | 18,236 | - | ||||
| VP Exploration | 27,041 | - | ||||
| Director fees | 33,224 | - | ||||
| $ | 158,165 | $ | - | |||
PROPOSED TRANSACTIONS
There are no proposed transactions as of the date of this MD&A.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
CRITICAL ACCOUNTING ESTIMATES
The preparation of the Company's condensed consolidated interim financial statements requires management to make certain estimates that affect the amounts reported in the condensed consolidated interim financial statements. The accounting estimates considered to be significant include the recognition of deferred income tax assets and share-based compensation.
Share-based compensation
Calculating share-based compensation requires estimates of expected volatility in the share price, risk-free interest rates, number of options expected to vest, and a determination that standard option pricing models such as Black-Scholes fairly represent the actual compensation associated with options. Share price volatility is calculated using the Company's own trading history. The risk-free interest rate is obtained from the Bank of Canada zero coupon bond yield for the expected life of the options. The Company believes that the Black-Scholes option pricing model is appropriate for determining the compensation cost associated with the grant of options.
Impairment of exploration and evaluation assets (E&E assets)
Judgment is involved in assessing whether there is any indication that an asset may be impaired. This assessment is made based on the analysis of, amongst other factors, changes in the market or business environment, events that have transpired that have impacted the asset, and information from internal reporting.
Deferred tax assets and liabilities.
Provisions for income taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were originally recorded, such differences will affect the tax provisions in the period in which such determination is made.
Prismo strategic investment and intangible asset
Prismo shares, Prismo warrants, and Vizsla shares are fair valued using the discount for lack of marketability ("DLOM") method. DLOM is based on the risk arising from the restricted holding period and voluntary escrow. The intangible asset is calculated based on the difference between the fair value of Prismo Units and Vizsla shares and cash consideration. The factors applied in the calculation are management's best estimates based on industry averages and future forecasts.
Financial assets at amortized cost
A financial asset is measured at amortized cost if the objective is to hold the financial asset for the collection on contractual cash flows and the asset's contractual cash flows are comprised solely of payments of principal and interest. The financial asset is classified as current or non-current based on its maturity date and is initially recognized at fair value and subsequently carried at amortized cost less any impairment. The Company classifies cash and cash equivalent, other receivables, due from related party, and strategic investment in this category.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
CRITICAL ACCOUNTING ESTIMATES (Continued)
Tax receivables
Value-added tax ("VAT") receivable is collectible from the government of Mexico. The collection of VAT is subject to risk due to the complex application and collection process and therefore, risk related to the collectability and timing of payment from the Mexican government. The Company uses its best estimates based on the facts known at the time and its experience to determine its best estimate of the collectability and timing of these recoveries. Changes in the assumptions regarding collectability and the timing of collection could impact the valuation and classification of VAT receivable.
Income taxes
Income tax expense comprises current and deferred tax. Income tax is recognized in the statement of loss and comprehensive loss except to the extent it relates to items recognized directly in equity.
Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year-end, adjusted for amendments to tax payable with regard to previous years.
Deferred tax is recognized using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized on the initial recognition of assets or liabilities in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis, or their tax assets and liabilities will be realized simultaneously.
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION
There has been no adoption or recognition of accounting policies other than that are disclosed in note 3 to the annual audited consolidated financial statements for the years ended April 30, 2023, and 2022, and note 2 to the condensed consolidated interim financial statements for the three months period ended July 31, 2023.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS
The Company's activities expose it to a variety of financial risks, which include market risk, foreign currency risk, interest rate risk, price risk, credit risk and liquidity risk. The Company's risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company's financial performance.
Market risk
Market risk is the risk that changes in market prices will affect the Company's earnings or the value of its financial instruments. Market risk is comprised of commodity price risk and interest rate risk. The objective of market risk management is to manage and control exposures within acceptable limits, while maximizing returns. The Company is not exposed to significant market risk.
Interest rate risk
Interest rate risk is the risk of losses that arise because of changes in contracted interest rates. The Company is not exposed to significant interest rate risk.
Foreign currency risk
The Company incurs certain expenses in currencies other than the Canadian dollar. The Company is subject to foreign exchange risk because of fluctuations in exchange rates. The Company manages this risk by maintaining bank accounts in US dollars and Mexican pesos to pay foreign currency expenses as they arise. Receipts in foreign currencies are maintained in those currencies. The Company does not undertake currency hedging activities. The Company also does not attempt to hedge the net investment and equity of integrated foreign operations.
The Company measures the effect on total assets or total receipts of reasonably foreseen changes in interest rates and foreign exchange rates. The analysis is used to determine if these risks are material to the financial position of the Company. A 1% change in the foreign exchange rate of CAD to MXN would increase/decrease the net and comprehensive loss for the three months ended July 31, 2023, by approximately $153,000 (three months ended July 31, 2022: $97,000). Actual financial results for the coming year will vary since the balances of financial assets are expected to decline as funds are used for Company expenses.
Price risk
This risk relates to fluctuations in commodity and equity prices. The Company closely monitors commodity prices of precious and base metals, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company. Fluctuations in pricing may be significant.
Credit risk
Credit risk is the risk of an unexpected loss if a counterparty or third party to a financial instrument fails to meet its contractual obligations. To reduce credit risk, cash and cash equivalents are on deposit at major financial institutions. The Company is not aware of any counterparty risk that could have an impact on the fair value of the cash and cash equivalents.
The carrying value of the financial assets represents the maximum credit exposure. The Company minimizes credit risk by reviewing the credit risk of the counterparties to its arrangements prior to entering into such agreements.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS (continued)
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company's normal operating requirements on an ongoing basis, including exploration plans. The Company attempts to ensure that there are sufficient funds to meet its short-term business requirements, considering its anticipated cash flows from operations and holdings of cash and cash equivalents.
OTHER REQUIREMENTS
Risks Factors and Uncertainties
Information on risks associated with investing in the Company's securities is contained in the most recently filed AIF.
Overview
The Company is subject to many risks that may affect future operations over which the Company has little control. These risks include, but are not limited to, intense competition in the resource industry, market conditions and the Company's ability to access new sources of capital, mineral property title, results from property exploration and development activities, and currency fluctuations. The Company has a history of recurring losses and there is no expectation that this situation will change in the foreseeable future.
Competition
Other exploration companies, including those with greater financial resources than the Company, could adopt or may have adopted the same business strategies and thereby compete directly with the Company, or may seek to acquire and develop mineral claims in areas targeted by the Company. While the risk of direct competition may be mitigated by the Company's experience and technical capabilities, there can be no assurance that competition will not increase or that the Company will be able to compete successfully.
Access to Capital
The exploration and subsequent development of mineral properties is capital intensive. Should it not be possible to raise additional equity funds when required, the Company may not be able to continue to fund its operations which would have a material adverse effect on the Company's potential profitability and ability to continue as a going concern. At present, the Company has cash resources to fund planned exploration for the next twelve months. Timing of additional equity funding will depend on market conditions as well as exploration requirements.
In recent years, the securities markets in Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly those considered exploration stage companies, have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. These conditions may persist for an indeterminate period.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
OTHER REQUIREMENTS (Continued)
Risks Factors and Uncertainties (Continued)
Foreign Operations and Political Risk
The Company's mineral properties are in Canada, Mexico, and the United States. In foreign jurisdictions, mineral exploration and mining activities may be affected in varying degrees by political or economic instability, expropriation of property and changes in government regulations such as tax laws, business laws, environmental laws, and mining laws. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may materially adversely affect its business, or if significant enough, may make it impossible to continue to operate in certain countries. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, foreign exchange restrictions, export controls, income taxes, expropriation of property, environmental legislation and exploration health and safety. These risks are not unique to foreign jurisdictions and apply equally to the property interest in Canada.
Mineral Property Tenure and Permits
The Company has completed a review of its mineral property titles and believes that all requirements have been met to ensure continued access and tenure for these titles. However, ongoing requirements are complex and constantly changing so there is no assurance that these titles will remain valid. The operations of the Company will require consents, approvals, licenses and/or permits from various governmental authorities. There can be no assurance that the Company will be able to obtain all necessary consents, approvals, licenses and permits that may be required to carry out exploration, development, and production operations at its projects.
Although the Company acquired the rights to some or all the resources in the ground subject to the tenures that it acquired, in most cases it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by its mineral tenures. In such cases, applicable laws usually provide for rights of access to the surface for the purpose of carrying on exploration activities, however, the enforcement of such rights can be costly and time consuming. It is necessary, as a practical matter, to negotiate surface access.
There can be no guarantee that, despite having the right at law to access the surface and carry-on exploration activities, the Company will be able to negotiate a satisfactory agreement with existing landowners for such access, and therefore it may be unable to carry out exploration activities. In addition, in circumstances where such access is denied, or no agreement can be reached, the Company may need to rely on the assistance of local officials or the courts in such jurisdictions.
Reclamation
There is a risk that monies allotted for land reclamation may not be sufficient to cover all risks, due to changes in the nature of the waste rock or tailings and/or revisions to government regulations. Therefore, additional funds, or reclamation bonds or other forms of financial assurance may be required over the tenure of any mineral project of the Company to cover potential risks. These additional costs may have a material adverse effect on the Company's business, financial condition, and results of operations.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
OTHER REQUIREMENTS (Continued)
Risks Factors and Uncertainties (Continued)
Environmental Restrictions
The activities of the Company are subject to environmental regulations promulgated by government agencies in different countries from time to time. Environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations. Certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which means stricter standards, and enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers, and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations.
Title Matters
Although the Company has taken steps to verify the title to the mineral properties in which it has or has a right to acquire an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee title (whether of the Company or of any underlying vendor(s) from whom the Company may be acquiring its interest). Title to mineral properties may be subject to unregistered prior agreements or transfers and may also be affected by undetected defects or the rights of indigenous peoples. The Company has investigated title to all its mineral properties and, to the best of its knowledge, title to all its properties for which titles have been issued are in good standing.
Exploration and Mining Risks
Fires, power outages, labour disruptions, flooding, explosions, cave-ins, landslides, and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in the operation of mines and the conduct of exploration programs. Substantial expenditures are required to establish reserves through drilling, to develop metallurgical processes, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing mineral properties is affected by many factors including the cost of operations, variations of the grade of ore mined, fluctuations in the price of gold or other minerals produced, costs of processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be material. Short term factors, such as the need for orderly development of ore bodies or the processing of new or different grades, may have an adverse effect on mining operations and on the results of operations. There can be no assurance that minerals recovered in small scale laboratory tests will be duplicated in large scale tests under on-site conditions or in production scale operations. Material changes in geological resources, grades, stripping ratios or recovery rates may affect the economic viability of projects.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
OTHER REQUIREMENTS (Continued)
Risks Factors and Uncertainties (Continued)
Speculative Nature of Mineral Exploration and Development
The exploration for and development of mineral deposits involves significant risk which even a combination of careful evaluation, experience and knowledge may not adequately mitigate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. There is no assurance that commercial quantities of ore will be discovered on any of the Company's properties. Even if commercial quantities of ore are discovered, there is no assurance that the mineral property will be brought into production. Whether a mineral deposit will be commercially viable depends on several factors, including the attributes of the deposit, such as its size, grade, metallurgy, and proximity to infrastructure; commodity prices, which have fluctuated widely in recent years; and government regulations, including those relating to taxes, royalties, land tenure, land use, aboriginal rights, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, and the Company's business may be adversely affected by its inability to advance projects to commercial production.
Uninsured or Uninsurable Risks
The Company may become subject to liability for pollution or hazards against which it cannot insure or against which it may elect not to insure where premium costs are disproportionate to the Company's evaluation of the relevant risks. The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration and operating activities.
Commodity Prices
The prices of gold, silver, copper, lead, zinc, moly, and other minerals have fluctuated widely in recent years and are affected by several factors beyond the Company's control, including international economic and political conditions, expectations of inflation, international currency exchange rates, interest rates, consumption patterns, and speculative activities and increased production due to improved exploration and production methods. Fluctuations in commodity prices will influence the willingness of investors to fund mining and exploration companies and the willingness of companies to participate in joint ventures with the Company and the level of their financial commitment. The supply of commodities is affected by various factors, including political events, economic conditions, and production costs in major producing regions. There can be no assurance that the price of any commodities will be such that any of the properties in which the Company has, or has the right to acquire, an interest may be mined at a profit.
Increased Costs
Management anticipates that costs at the Company's projects will frequently be subject to variation from one year to the next due to several factors, such as the results of ongoing exploration activities (positive or negative), changes in mineralisation encountered, and revisions to exploration programs, if any, in response to the foregoing. Increases in the prices of such commodities or a scarcity of consultants or drilling contractors could render the costs of exploration programs to increase significantly over those budgeted. A material increase in costs for any significant exploration programs could have a significant effect on the Company's operating funds and ability to continue its planned exploration programs.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
OTHER REQUIREMENTS (Continued)
Risks Factors and Uncertainties (Continued)
Conflicts of Interest
Certain directors and officers of the Company also serve as directors, officers and advisors of other companies involved in natural resource exploration and development. To the extent that such companies may participate in ventures with the Company, such directors and officers may have conflicts of interest in negotiating and concluding the terms of such ventures. Such other companies may also compete with the Company for the acquisition of mineral property rights. In the event that any such conflict of interest arises, the Company's policy is that such director or officer will disclose the conflict to the board of directors and, if the conflict involves a director, such director will abstain from voting on the matter. In accordance with the Business Corporations Act (BC), the directors and officers of the Company are required to act honestly and in good faith with a view to the best interests of the Company.
Dependence Upon Others and Key Personnel
The success of the Company's operations will depend upon numerous factors including its ability to attract and retain additional key personnel in exploration, marketing, joint venture operations and finance. This will require the use of outside suppliers as well as the talents and efforts of the Company and its consultants and employees. There can be no assurance that the Company will be successful in finding and retaining the necessary employees, personnel and/or consultants in order to be able to successfully carry out such activities. This is especially true as the competition for qualified geological, technical personnel and consultants can be particularly intense.
Government Regulation
The Company operates in an industry which is governed by numerous regulations, including but not limited to, environmental regulations as well as occupational health and safety regulations. Most of the Company's mineral properties are subject to government reporting regulations. The Company believes that it is in full compliance with all regulations and requirements related to mineral property interest claims. However, it is possible that regulations or tenure requirements could be changed by the respective governments resulting in additional costs or barriers to development of the properties. This would adversely affect the value of properties and the Company's ability to hold onto them without incurring significant additional costs. It is also possible that the Company could be in violation of, or non-compliant with, regulations it is not aware of.
Effects of COVID-19
COVID-19 has severely impacted economies around the globe. In many countries, including Canada, businesses have been forced to cease or limit operations. Measures taken to contain the spread of the virus have triggered significant disruptions to businesses worldwide, resulting in significant unemployment and an economic slowdown. Global stock markets have also experienced great volatility and a significant weakening of certain sectors. Governments and central banks have responded with monetary and fiscal interventions designed to stabilize economic conditions.
To date, the Company's operations have not been materially negatively affected by these events, apart from increasing costs. Additionally, in 2022 and the three months ended July 31, 2023, operations have experienced higher inflation on material inputs. The duration and impact of the COVID-19 pandemic as well as the effectiveness of government and central bank responses, remain unclear at this time. The pandemic has not had any lasting effects on the financial position or results of the Company.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
OTHER REQUIREMENTS (Continued)
Risks Factors and Uncertainties (Continued)
Military Conflict in Ukraine
The military conflict in Ukraine could lead to heightened volatility in the global financial markets, increased inflation, and turbulence in mining markets. More recently, in response to Russian military actions in Ukraine, several countries (including Canada, the United States and certain allies) have imposed economic sanctions and export control measures, and may impose additional sanctions or export control measures in the future, which have and could in the future result in, among other things, severe or complete restrictions on exports and other commerce and business dealings involving Russia, certain regions of Ukraine, and/or particular entities and individuals. While the Company does not have any direct exposure or connection to Russia or Ukraine, as the military conflict is a rapidly developing situation, it is uncertain as to how such events and any related economic sanctions could impact the global economy. Any negative developments in respect thereof could have an adverse effect on the Company's business, operations, financial condition, and the value of the Company's securities.
Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting and disclosure controls and procedures. Due to its inherent limitations, internal control over financial reporting and disclosure may not prevent or detect all misstatements. Further, the effectiveness of internal control is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may change. There were no changes in our internal controls over financial reporting during the three months period ended July 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, management will continue to monitor and evaluate the design and effectiveness of its internal control over financial reporting and disclosure controls and procedures, and may make modifications from time to time as considered necessary.
ADDITIONAL DISCLOSURE FOR ISSUERS WITHOUT SIGNIFICANT REVENUE
The significant components of general and administrative expenditures are presented in the condensed consolidated interim financial statements. Significant components of mineral property expenditures are included in Section Results of Operations.
Outstanding Share Data
As of the date of this MD&A, the Company had 207,993,819 issued and outstanding common shares. In addition, the Company has 19,776,972 options outstanding that are expiring through February 27, 2029, and 14,967,963 warrants outstanding that are expiring through February 9, 2025. Details of issued share capital are included in Note 9 of the condensed consolidated interim financial statements for the three months ended July 31, 2023.
OTHER INFORMATION
All technical reports on material properties, press releases, and material change reports are filed on he Company's System for Electronic Document Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca, or the Company's Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") profile at www.sec.gov, or on the Company's website: www.vizslasilvercorp.com.
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VIZSLA SILVER CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JULY 31, 2023 |
FORWARD-LOOKING STATEMENTS
Certain information, estimates and projections contained herein, and the documents incorporated by reference herein, if any, constitute forward-looking statements regarding the Company, its operations, and projects, including, but not limited to, the Panuco-Copala Property (as defined herein). All statements that are not historical facts, involving without limitation, statements regarding future projections, plans and objectives, securing strategic partners and financing requirements and the ability to fund future mine development are forward-looking statements, or forward-looking information. Forward-looking information and statements involve risks and uncertainties that could cause actual results and future events to differ materially from those anticipated in such information or statements. Such risk factors and uncertainties include, but are in no way limited to, statements with respect to the effect and estimated timeline of the drilling and assay results of the Company, the estimation of mineral reserves and mineral resources, the timing and amount of estimated future exploration, costs of exploration, capital expenditures, success of exploration activities, permitting time lines and permitting, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, fluctuations in mineral prices, uncertainties and other factors relating to public health crises, including the evolving COVID-19 coronavirus ("COVID-19"), volatility in the global financial markets, increased inflation, and turbulence in mining markets resulting from the invasion of Ukraine by Russia, and other risk factors, as discussed in the Company's filings with Canadian securities regulatory agencies including the documents incorporated by reference herein.
Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.
There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company disclaims any obligation to update any forward-looking statements or information, other than as may be specifically required by applicable securities laws and regulations.
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Michael Konnert, Chief Executive Officer of Vizsla Silver Corp., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Vizsla Silver Corp. (the "issuer") for the interim period ended July 31, 2023.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is "Internal Control - Integrate Framework (2013)" published by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
5.2 ICFR - material weakness relating to design: Not applicable
5.3 Limitation on scope of design: Not applicable
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on May 1, 2023, and ended on July 31, 2023, that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: September 8, 2023
"Michael Konnert"
_______________________
Michael Konnert
Chief Executive Officer
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Mahesh Liyanage, Chief Financial Officer of Vizsla Silver Corp., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Vizsla Silver Corp. (the "issuer") for the interim period ended July 31, 2023.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is "Internal Control - Integrate Framework (2013)" published by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
5.2 ICFR - material weakness relating to design: Not applicable
5.3 Limitation on scope of design: Not applicable
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on May 1, 2023, and ended on July 31, 2023, that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: September 8, 2023
"Mahesh Liyanage"
_______________________
Mahesh Liyanage
Chief Financial Officer