Vizsla Silver Corp 6-K, filed Oct 16, 2024
Vizsla Silver Corp. (VZLA)
About this 6-K
Vizsla Silver Corp filed this 6-K on October 16, 2024.
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
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2024
Commission File Number: 001-41225
VIZSLA SILVER CORP.
(Registrant)
Suite 1723, 595 Burrard Street
Vancouver, British Columbia V7X 1J1 Canada
(Address of Principal Executive Offices)
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
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): ☐
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.
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VIZSLA SILVER CORP. |
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(Registrant) |
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Date: October 16, 2024 |
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/s/ Michael Konnert |
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Michael Konnert |
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Chief Executive Officer |
EXHIBIT INDEX
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Vizsla Silver Corp.
Suite 1723, 595 Burrard Street
Vancouver, British Columbia, V7X 1J1
(the "Company" or "Vizsla Silver")
Item 2 Date of Material Change
August 28, 2024
Item 3 News Release
The news release was disseminated on August 28, 2024 through Cision and filed on SEDAR+.
Item 4 Summary of Material Change
The Company announced the filing of a technical report titled, "Panuco Project - NI 43-101 Technical Report and Preliminary Economic Assessment" (the "PEA"), with an effective date of July 24, 2024. The PEA was independently completed for the Company by Ausenco Engineering Canada ULC, supported by Entech Mining Ltd. and SGS Canada Inc., in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects. The results of the PEA were previously announced in the Company's news release dated July 24, 2024.
The PEA is available under Vizsla Silver's SEDAR+ profile at www.sedarplus.ca or on the Company's website at www.vizslasilvercorp.com.
5.1 Full Description of Material Change
The Company announced the filing of a technical report titled, "Panuco Project - NI 43-101 Technical Report and Preliminary Economic Assessment" (the "PEA"), with an effective date of July 24, 2024. The PEA was independently completed for the Company by Ausenco Engineering Canada ULC, supported by Entech Mining Ltd. and SGS Canada Inc., in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects. The results of the PEA were previously announced in the Company's news release dated July 24, 2024.
The PEA is available under Vizsla Silver's SEDAR+ profile at www.sedarplus.ca or on the Company's website at www.vizslasilvercorp.com.
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5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 5 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 6 Omitted Information
Not applicable.
Item 7 Executive Officer
For further information, contact:
Michael Konnert
Chief Executive Officer
Telephone: (604) 364-2215
Item 8 Date of Report
September 9, 2024
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Vizsla Silver Corp.
Suite 1723, 595 Burrard Street
Vancouver, British Columbia, V7X 1J1
(the "Company" or "Vizsla Silver")
Item 2 Date of Material Change
September 13, 2024
Item 3 News Release
The news release was disseminated on September 13, 2024 through Cision and filed on SEDAR+.
Item 4 Summary of Material Change
On September 13, 2024, the Company announced that it updated its at-the-market equity program to offer and sell up to US$100 million of common shares from treasury.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
The Company announced today that it has updated its at-the-market equity program (the "ATM Program") to offer and sell up to US$100 million of common shares of the Company ("Common Shares") to the public, from time to time, through the Agents (as defined below).
Sales of Common Shares, if any, will be made pursuant to the terms of an equity distribution agreement dated September 13, 2024 (the "Equity Distribution Agreement") among the Company and Canaccord Genuity and CIBC Capital Markets, as lead agents, and National Bank Financial and BMO Capital Markets (collectively, the "Agents"), on the TSX Venture Exchange and the NYSE American, and/or any other marketplace for the Common Shares in Canada or the United States or as otherwise agreed between the Agents and the Company. The sales of Common Shares under the ATM Program, if any, will be determined at the Company's sole discretion, and at the market price prevailing at the time of each sale.
The offering of Common Shares under the ATM Program is being made pursuant to a prospectus supplement dated September 13, 2024 (the "Prospectus Supplement") to the Company's final short form base shelf prospectus filed in all provinces and territories of Canada dated March 31, 2023 (the "Base Shelf Prospectus"), and pursuant to a prospectus supplement dated September 13, 2024 (the "U.S. Prospectus Supplement") to the Company's U.S. base prospectus (the "U.S. Base Prospectus") included in its registration statement on Form F-10 (the "Registration Statement") (File No. 333-270533) filed with the United States Securities and Exchange Commission on April 4, 2023 (collectively, the Prospectus Supplement, Base Shelf Prospectus, U.S. Prospectus Supplement, the U.S. Base Prospectus and Registration Statement, the "Offering Documents").
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The Company intends to use the net proceeds from the ATM Program, if any, to fund ongoing work programs to advance the Panuco Project, for working capital and for general corporate purposes.
The ATM Program will be effective until the earlier of the date on which (i) the issuance and sale of all of the Common Shares issuable pursuant to the ATM Program have been completed, and (ii) the receipt issued for the Base Shelf Prospectus ceases to be effective, unless earlier terminated prior to such date by the Company or the Agents in accordance with the terms of the Equity Distribution Agreement.
Concurrent with entering into the Equity Distribution Agreement, the Company's previously announced at-the-market equity distribution agreement dated March 26, 2024 was terminated.
"It is prudent for Vizsla Silver to have an ATM Program available for optionality," commented Michael Konnert, President & CEO. "The Company never utilized the ATM that it had in place from April 2021 until March 2023."
The Prospectus Supplement, the Base Shelf Prospectus and the Equity Distribution Agreement are available at www.sedarplus.ca and the U.S. Prospectus Supplement, the U.S. Base Prospectus and the Registration Statement are available at www.sec.gov. Alternatively, the Agents will send copies of the Prospectus Supplement and the Base Shelf Prospectus or the U.S. Prospectus Supplement and the U.S. Base Prospectus, as applicable, upon request by contacting: Canaccord Genuity Corp., Suite 2100, 40 Temperance Street, Toronto, Ontario M5H 0B4 or by email at ecm@cgf.com.
Potential investors should read the Offering Documents before making an investment decision. Such documents contain important information about the ATM Program.
No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the Common Shares, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
For further information, contact:
Michael Konnert
Chief Executive Officer
Telephone: (604) 364-2215
Item 9 Date of Report
September 13, 2024
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Vizsla Silver Corp.
Suite 1723, 595 Burrard Street
Vancouver, British Columbia, V7X 1J1
(the "Company" or "Vizsla Silver")
Item 2 Date of Material Change
September 16, 2024
Item 3 News Release
The news release was disseminated on September 16, 2024 through Cision and filed on SEDAR+.
Item 4 Summary of Material Change
On September 16, 2024, the Company announced that it has entered into an agreement with Canaccord Genuity as sole bookrunner, on behalf of itself and syndicate of underwriters (the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 25,000,000 common shares (the "Common Shares"), at a price of $2.60 per Common Share, for gross proceeds of approximately $65,000,000.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
The Company announces that it has entered into an agreement with Canaccord Genuity as sole bookrunner, on behalf of itself and syndicate of underwriters (the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 25,000,000 common shares (the "Common Shares"), at a price of $2.60 per Common Share, for gross proceeds of approximately $65,000,000 (the "Offering").
The Company has granted the Underwriters an option (the "Over-Allotment Option"), exercisable at the offering price for a period of 30 days after and including the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any. The Offering is expected to close on or about September 19, 2024, and is subject to the Company receiving all necessary regulatory approvals. In the event that the Over Allotment Option is exercised in full, the total gross proceeds of the Offering will be $74,750,000.
The Company currently intends to use the net proceeds of the Offering to advance the exploration, drilling and development of the Company's Panuco Project, as well as for working capital and general corporate purposes as set out in the Prospectus Supplement (as defined below).
The Common Shares will be offered by way of a prospectus supplement (the "Prospectus Supplement") in all of the provinces and territories of Canada, other than Quebec, pursuant to the Company's base shelf prospectus dated March 31, 2023 (the "Base Shelf Prospectus"), and will be offered in the United States pursuant to a prospectus supplement (the "US Prospectus Supplement") filed as part of an effective registration statement on Form F-10 (the "Registration Statement") filed under the Canada/U.S. multi-jurisdictional disclosure system. Before investing, prospective purchasers in Canada should read the Prospectus Supplement, the Base Shelf Prospectus, and the documents incorporated by reference therein, and prospective purchasers in the United States should read the US Prospectus Supplement, the Base Shelf Prospectus and the Registration Statement and the documents incorporated by reference therein for more complete information about the Company and the Offering.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
For further information, contact:
Michael Konnert
Chief Executive Officer
Telephone: (604) 364-2215
Item 9 Date of Report
September 16, 2024
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Vizsla Silver Corp.
Suite 1723, 595 Burrard Street
Vancouver, British Columbia, V7X 1J1
(the "Company" or "Vizsla Silver")
Item 2 Date of Material Change
September 19, 2024
Item 3 News Release
The news releases were disseminated on September 19, 2024 through Cision and filed on SEDAR+.
Item 4 Summary of Material Change
On September 19, 2024, the Company announced that it has completed its previously announced bought deal public offering of 25,000,000 common shares of the Company (the "Common Shares") at a price of C$2.60 per Common Share (the "Offering Price") for aggregate gross proceeds of C$65,000,000 (the "Offering").
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
The Company announces that it has completed its previously announced bought deal public offering of 25,000,000 common shares of the Company (the "Common Shares") at a price of C$2.60 per Common Share (the "Offering Price") for aggregate gross proceeds of C$65,000,000 (the "Offering"). The Offering was led by Canaccord Genuity as sole bookrunner and lead underwriter on behalf of a syndicate of underwriters that included CIBC Capital Markets, Ventum Financial Corp., Raymond James Ltd., Stifel Nicolaus Canada Inc., National Bank Financial Inc., and BMO Capital Markets (collectively, the "Underwriters"). The Company has granted the Underwriters an over-allotment option, exercisable at the Offering Price for a period of 30 days after and including the closing date of the Offering, to purchase up to an additional 3,750,000 Common Shares. In consideration for the services provided by the Underwriters in connection with the Offering, the Company paid to the Underwriters a cash commission equal to C$3,228,000.10.
The Common Shares were offered pursuant to a final prospectus supplement of the Company dated September 16, 2024 (the "Prospectus Supplement") to the short form base shelf prospectus of the Company dated March 31, 2023 (the "Base Shelf Prospectus"), in all of the provinces and territories of Canada, except Quebec, and in the United States pursuant to a prospectus supplement dated September 16, 2024 (the "US Prospectus Supplement") filed as part of an effective registration statement on Form F-10 filed under the Canada/U.S. multi-jurisdictional disclosure system. The Offering remains subject to the final approval of the TSX Venture Exchange ("TSX-V").
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The net proceeds of the Offering are expected to 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 as set out in the Prospectus Supplement.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
For further information, contact:
Michael Konnert
Chief Executive Officer
Telephone: (604) 364-2215
Item 9 Date of Report
September 27, 2024
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Vizsla Silver Corp.
Suite 1723, 595 Burrard Street
Vancouver, British Columbia, V7X 1J1
(the "Company" or "Vizsla Silver")
Item 2 Date of Material Change
September 25, 2024
Item 3 News Release
The news releases were disseminated on September 25, 2024 through Cision and filed on SEDAR+.
Item 4 Summary of Material Change
On September 25, 2024, the Company announced that, further to its successfully completed bought deal public offering (the "Offering") of 25,000,000 common shares of the Company (the "Common Shares") at a price of C$2.60 per Common Share, the underwriters have purchased an additional 3,750,000 Common Shares pursuant to their exercise in full of the over-allotment option (the "Over-Allotment Option") granted by Vizsla Silver, generating additional gross proceeds to Vizsla Silver of C$9,750,000.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
Initially, 25,000,000 common shares of the Company (the "Initial Shares") at a price of C$2.60 per Initial Share (the "Offering Price") were issued and the underwriters have purchased an additional 3,750,000 common shares of the Company (the "Additional Shares", and together with the Initial Shares, the "Common Shares") at the Offering Price per Additional Share, pursuant to their exercise in full of the over-allotment option (the "Over-Allotment Option") granted by Vizsla Silver, generating additional gross proceeds of C$9,750,000.
The Offering was led by Canaccord Genuity as sole bookrunner and lead underwriter on behalf of a syndicate of underwriters that included CIBC Capital Markets, Ventum Financial Corp., Raymond James Ltd., Stifel Nicolaus Canada Inc., National Bank Financial Inc., and BMO Capital Markets (collectively, the "Underwriters"). In consideration for the services provided by the Underwriters in connection with the issue and sale of the Additional Shares, the Company paid to the Underwriters a cash commission equal to C$487,500.
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The Common Shares were offered pursuant to a final prospectus supplement of the Company dated September 16, 2024 (the "Prospectus Supplement") to the short form base shelf prospectus of the Company dated March 31, 2023 (the "Base Shelf Prospectus"), in all of the provinces and territories of Canada, except Quebec, and in the United States pursuant to a prospectus supplement dated September 16, 2024 (the "US Prospectus Supplement") filed as part of an effective registration statement on Form F-10 filed under the Canada/U.S. multi-jurisdictional disclosure system. The Offering remains subject to the final approval of the TSX Venture Exchange ("TSX-V").
The net proceeds of the Offering, including those raised from the exercise of the Over-Allotment Option, are expected to 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 as set out in the Prospectus Supplement.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
For further information, contact:
Michael Konnert
Chief Executive Officer
Telephone: (604) 364-2215
Item 9 Date of Report
September 27, 2024