PR-Inside.com: 2024-03-07 22:30:12
VANCOUVER, BC / ACCESSWIRE / March 7, 2024 / Universal Copper Ltd. ("Universal Copper" or the "Company") is pleased to announce that, further to its news release dated February 14, 2024, it has mailed its management information circular (the "Circular") and related proxy materials to shareholders of the Company ("Shareholders") and holders of Options ("Optionholders", and together with Shareholders, "Securityholders") in connection with the special meeting of Securityholders to be held at 10:30 a.m. (Vancouver time) on April 10, 2024 (the "Meeting").
The Meeting and Voting RequirementsAt the Meeting, Securityholders will be asked to approve, among other things, the Company's previously announced transaction with Vizsla Copper Corp. ("Vizsla Copper") whereby Vizsla Copper is proposing to acquire all of the issued and outstanding common shares of the Company ("Shares") by way of a statutory plan of arrangement (the "Arrangement"). The Arrangement will require approval by (i) at least two-thirds (66⅔%) of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; (ii) at least two-thirds (66⅔%) of the votes cast by Securityholders , present in person or represented by proxy and entitled to vote at the Meeting, voting together as a single class; and (iii) a majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting excluding Shares held by interested parties as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
The ConsiderationThe Arrangement is being proposed under, and is subject to the terms and conditions of, a definitive arrangement agreement (the "Arrangement Agreement") between the Company and Vizsla Copper. Assuming the Arrangement becomes effective, Vizsla Copper will issue 0.23 common shares in the capital of Vizsla Copper (each whole common share, a "Vizsla Copper Share") to Shareholders in exchange for each Share held (such ratio being referred to herein as the "Exchange Ratio"). Additionally, the Company's outstanding stock options ("Options") will be exchanged for options of Vizsla Copper, and the Company's outstanding warrants will become exercisable to acquire Vizsla Copper Shares, in amounts and at exercise prices adjusted in accordance with the Exchange Ratio.
Meeting MaterialsThe Company has obtained an interim order of the Supreme Court of British Columbia (the "Court") to authorize the Meeting process in connection with the Arrangement. The Circular contains, among other things, details concerning the Arrangement, the background to and reasons for the board of directors of the Company (the "UNV Board"), including the special committee of the UNV Board (the "Special Committee"), giving a favourable recommendation of the Arrangement, the requirements for the Arrangement to become effective, the rights of Shareholders to dissent to the resolution approving the Arrangement, and the procedures for voting at the Meeting and other related matters.
Securityholders are urged to carefully review the Circular and accompanying materials, which includes a copy of the Plan of Arrangement, as they contain important information regarding the Arrangement and its consequences to Securityholders. A copy of the Circular and related proxy materials is available under the Company's profile on SEDAR+
atwww.sedarplus.ca .
Board Recommendation and SupportThe UNV Board, after receiving the unanimous recommendation of the Special Committee created to consider matters relating to the Arrangement, has unanimously determined that the Arrangement is fair to Shareholders and is in the best interests of the Company. Accordingly, the Board (with an interested director abstaining) approved the Arrangement and recommends that Securityholders vote in favour of the Arrangement. In making its recommendation, the Board considered a number of factors, including the recommendation of the Special Committee following its receipt of a fairness opinion from Evans & Evans, Inc. which determined that the consideration offered to Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Shareholders.
Directors and officers of the Company and certain significant Shareholders (who hold in the aggregate approximately 21.1% of the issued and outstanding Shares on a non-diluted basis) have entered into support agreements with Vizsla Copper pursuant to which they have agreed, among other things, to support the transaction and vote in favour of the Arrangement.
TimingThe closing of the Arrangement is subject to the approval of the Securityholders, the Court, regulatory and stock exchange approvals and the satisfaction or waiver of certain other customary closing conditions for a transaction such as the Arrangement. Assuming all conditions are satisfied, the Company expects that the closing of the Arrangement will be completed in April 2024.
Your Vote is ImportantAs a Securityholder, it is important that you carefully read the Circular and then vote your Shares and Options. You are eligible to vote your Shares and Options if you are a holder of record on February 23, 2024. Securityholders should carefully follow the voting instructions provided in the Meeting materials.
Finder's FeeIn connection with the Arrangement, the Company entered into a finder's fee agreement with S2K Capital Corp. (the "Finder"). As compensation for the Finder's introduction of the Company to Vizsla Copper, the Company will issue to the Finder 2,173,913 Shares which, upon closing of the Arrangement and in accordance with the Exchange Ratio, will be exchanged for 500,000 Vizsla Copper Shares (the "Finder's Fee"). The Finder is an arm's length party from the Company. The Finder's Fee is subject to approval of the TSX Venture Exchange (the "TSX-V").
This announcement is for informational purposes only and does not constitute a solicitation or a proxy.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Excha
