Expands Vizsla Copper's Alaska portfolio
Establishes Agnico Eagle as a significant shareholder
VANCOUVER, BC, Sept. 8, 2026 /CNW/ -- Vizsla Copper Corp. (TSXV: VCU) (OTCQB: VCUFF) ("Vizsla Copper" or the "Company") is pleased to announce that it has entered into a securities and asset purchase agreement dated September 8, 2026 (the "Purchase Agreement") with Agnico Eagle (USA) Limited ("Agnico USA"), a wholly-owned subsidiary of Agnico Eagle Mines Limited ("Agnico Eagle", and together with Agnico USA, "Agnico"), and Vizsla Copper US Acquisitions LLC, a wholly-owned subsidiary of the Company, pursuant to which Vizsla Copper has agreed to acquire a 100% interest in the Delta base and precious metal project ("Delta") and the Helm Bay gold project ("Helm Bay"), expanding the Company's Alaska portfolio (the "Transaction").
Property Highlights
-- Delta is a volcanogenic massive sulphide ("VMS") project near the Alaska
Highway in central Alaska. Delta hosts multiple known VMS lenses and a
historical inferred mineral resource estimate (the "Historical Resource
Estimate") of 15.4 Mt averaging 0.6% Cu, 1.6% Pb, 3.8% Zn, 62 g/t Ag and
1.7 g/t Au(1). Multiple lenses appear to be open for expansion. The
project hosts several kilometres of electromagnetic conductors that have
not been drill-tested. A qualified person has not done sufficient work to
classify the Historical Resource Estimate as a current mineral resource,
and Vizsla Copper is not treating the Historical Resource Estimate as a
current mineral resource.
-- Helm Bay is an orogenic gold project near tidewater in southeast Alaska.
Previous exploration has identified multiple gold-bearing quartz veins
across the project, including high-grade veins associated with a small
amount of historical production.
Transaction Highlights
-- Vizsla Copper expands its Alaska portfolio. The Transaction adds two
100%-owned projects to the Company's Alaska portfolio alongside the
Palmer VMS Project, creating a broader pipeline of base and precious
metals projects. The Company will leverage its established Alaska-based
technical, environmental, and permitting teams across the expanded
portfolio.
-- Agnico Eagle as significant shareholder. On closing of the Transaction,
Agnico Eagle is expected to hold approximately 19.99% of the issued and
outstanding common shares of Vizsla Copper ("Common Shares"). Following
closing of the Transaction, Vizsla Copper will seek Shareholder Approval
(as defined below) to approve the issuance of the Deferred Consideration
(as defined below), which would result in Agnico Eagle holding
approximately 22.0% of the issued and outstanding Common Shares. In
addition, Agnico Eagle will be issued Warrants (as defined below)
permitting it to acquire up to an additional 3,041,480 Common Shares,
subject to the terms of the Warrants, which will provide that Agnico
Eagle cannot exercise any Warrants to acquire Common Shares if such
acquisition would result in it having beneficial ownership or control of
19.99% or more of the issued and outstanding Common Shares at the time of
exercise.
Craig Parry, Chief Executive Officer and Chairman of Vizsla Copper, stated: "This transaction represents an important step in advancing Vizsla Copper. Delta and Helm Bay add two new assets to our portfolio and expand our presence in Alaska and the U.S., where domestic sources of critical minerals remain a strategic focus. Delta is expected to become an important project in our portfolio given its historical resource estimate, multiple mineralized lenses and broader district-scale exploration potential. We are also pleased to welcome Agnico Eagle as our largest shareholder. With a strong treasury and four drills actively turning, we expect continued exploration updates for the remainder of 2026, including assays from the high-grade Palmer project and our portfolio of British Columbia projects."
Transaction Details
The Transaction will be completed through: (a) the acquisition of all of the issued and outstanding membership interests of Delta Project LLC, a Delaware limited liability company and a wholly-owned indirect subsidiary of Agnico Eagle that holds the 249 State of Alaska mining claims comprising Delta; and (b) the acquisition of the assets comprising Helm Bay, including 33 State of Alaska mining claims and 642 unpatented federal mining claims. On closing of the Transaction, Vizsla Copper will hold a 100% interest in each of the Delta and Helm Bay projects, subject to the royalties described below.
Pursuant to the Purchase Agreement, the aggregate consideration to be provided by Vizsla Copper to Agnico Eagle in connection with the Transaction consists of:
-- Initial Consideration Shares -- 22,523,283 Common Shares (the "Initial
Consideration Shares"), representing approximately 19.99% of the issued
and outstanding Common Shares as at the date of the Purchase Agreement,
to be issued to Agnico Eagle at closing;
-- Deferred Consideration Shares -- 2,903,490 Common Shares (the "Deferred
Consideration Shares" and, together with the Initial Consideration Shares,
the "Consideration Shares"), to be issued to Agnico Eagle following
receipt of Shareholder Approval (as described in greater under
"Shareholder Approval" below);
-- Warrants -- 3,041,480 Common Share purchase warrants (the "Warrants"),
each exercisable to acquire one Common Share at an exercise price of
C$1.95 per Common Share for a period of two years from the date of
issuance; and
-- Royalties -- a 2.0% net smelter return royalty on Delta and a 3.0% net
smelter return royalty on Helm Bay (together, the "NSRs"), to be granted
to Agnico USA at closing pursuant to separate royalty agreements. Vizsla
Copper will have the right to purchase 50% of each of the NSRs at any
time for C$5,000,000.
The Consideration Shares will be issued at a deemed price of C$1.26 per Common Share for an aggregate value of approximately C$32,037,734.
The Consideration Shares and the Warrants will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws. In addition, Agnico Eagle has agreed not to sell, transfer or otherwise dispose of the Consideration Shares and the Warrants for a period of one year from the closing date, subject to customary exceptions including transfers to affiliates and dispositions in connection with change of control transactions.
Vizsla Copper is not aware of any material debts or liabilities being acquired in connection with the Transaction. Agnico is at arm's length to Vizsla Copper. The Transaction was negotiated on an arm's length basis.
The Transaction constitutes a "Reviewable Transaction" under Policy 5.3 -- Acquisitions and Dispositions of Non-Cash Assets of the TSX Venture Exchange (the "TSXV"), as the Consideration Shares to be issued to Agnico Eagle will result in Agnico Eagle becoming an Insider of Vizsla Copper.
Contingent Consideration
Vizsla Copper also agreed to make the following milestone payments to Agnico USA in respect of Delta (each of which may be satisfied, at the Company's election, in cash or in Common Shares, subject to certain limitations set out in the Purchase Agreement):
-- C$5,000,000, upon Vizsla Copper publicly disclosing a mineral resource
estimate for Delta indicating an aggregate mineral resource of at least
300,000 copper equivalent tonnes of metal;
-- C$5,000,000, upon completion by Vizsla Copper of a feasibility study for
Delta; and
-- C$10,000,000, upon Delta achieving commercial production.
Where a milestone payment is satisfied in Common Shares, the number of Common Shares issuable will be determined by reference to the 20-day volume-weighted average trading price of the Common Shares at the relevant time, subject to a floor price of C$1.26 per Common Share. Any milestone payment that would result in Agnico Eagle having beneficial ownership of, or exercising control or direction over, 20% or more of the issued and outstanding Common Shares, or that cannot be satisfied in Common Shares because the required acceptance of the TSXV has not been obtained, will be satisfied in cash.
Investor Rights Agreement
On closing of the Transaction, Vizsla Copper and Agnico Eagle will enter into an investor rights agreement pursuant to which Agnico Eagle will be granted certain rights, provided that it maintains certain ownership thresholds in the Common Shares, including: (i) the right to nominate one person (and in the case of an increase in the size of the Company's board of directors to eight or more directors, two persons) to the Company's board of directors; (ii) the right to participate in certain equity offerings and dilutive issuances in order to maintain or acquire up to the greater of Agnico Eagle's then-current ownership interest and an ownership interest of 19.9% (on a partially-diluted basis) in the Company; and (iii) demand and piggy-back registration rights in respect of certain offerings.
Post-Closing Financing Commitment
Agnico has agreed to participate in the first equity financing completed by Vizsla Copper following the date of the Purchase Agreement (the "Post-Closing Financing"), in an amount not to exceed the lesser of (a) C$5,000,000, and (b) 10% of the aggregate gross proceeds of the Post-Closing Financing. Agnico's participation in the Post-Closing Financing is conditional on the Post-Closing Financing having a minimum aggregate offering size of C$30,000,000, and it being completed on or before December 31, 2026.
Shareholder Approval
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