Vizsla Copper Corp. — M&A Activity 2024

Feb 22, 2024

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 – Name and Address of Company

Vizsla Copper Corp. (the “ Company ”) Suite 1723, 595 Burrard Street Vancouver, British Columbia V7X 1J1

Item 2 – Date of Material Change

February 13, 2024

Item 3 – News Release

A news release relating to the material changes referred to in this Material Change Report was issued on February 14, 2024 and was disseminated by The Newswire and filed on SEDAR.

Item 4 – Summary of Material Change

The Company announced that it had entered into a definitive arrangement agreement dated February 13, 2024 (the “ Arrangement Agreement ”) with Universal Copper Ltd. (“ Universal ”), pursuant to which, among other things, the Company will acquire 100% of the issued and outstanding common shares in the capital of Universal (the “ UNV Shares ”) pursuant to a plan of arrangement (the “ Arrangement ”).

Item 5 – Full Description of Material Change

5.1 Full Description of Material Change

The Company announced that it entered into the Arrangement Agreement with Universal pursuant to which, among other things, the Company will acquire all of the issued and outstanding UNV Shares for consideration of 0.23 common shares in the capital of the Company (each whole common share, a “ Vizsla Copper Share ”) to holders of UNV Shares in exchange for each UNV Share.

Transaction Summary

Under the terms of the Arrangement Agreement, all of the issued and outstanding UNV Shares will be exchanged for Vizsla Copper Shares on the basis of 0.23 common shares in the capital of the Company for each UNV Share (the “ Exchange Ratio ”). Pursuant to the Arrangement, the Company expects to issue an aggregate of approximately 32,659,742 Vizsla Copper Shares to current Universal shareholders. Upon completion of the Arrangement, current Universal shareholders will own approximately 23.3% of the 140,314,107 issued and outstanding Vizsla Copper Shares.

The Arrangement Agreement includes certain customary provisions, including non-solicitation provisions, as well as certain representations, covenants and conditions which are customary for a transaction of this nature.

The Arrangement will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia), requiring the approval of: (i) at least 66 2/3% of the votes cast by the shareholders of Universal; (ii) at least 66 2/3% of the votes cast by the shareholders and optionholders of Universal, voting together as a single class; and (iii) if, and to the extent required, a majority of the votes cast by the shareholders of Universal, excluding votes attached to UNV Shares held by any person as required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions , at a special meeting of Universal's securityholders called to consider, among other matters, the Arrangement. In addition to securityholder and court approvals, the Arrangement, including the Exchange Ratio, are subject to approval of the TSX Venture Exchange (the “ TSXV ”) and the satisfaction of certain other closing conditions customary in transactions of this nature.

All outstanding stock options of Universal will be exchanged for options of the Company and all warrants of Universal will become exercisable to acquire common shares of the Company, in amounts and at exercise prices adjusted in accordance with the Exchange Ratio.

Full details of the Arrangement will be included in Universal's information circular, which is expected to be mailed to securityholders in March 2024. It is anticipated that the closing of the Arrangement will take place in the second quarter of 2024. A copy of the Arrangement Agreement will also be filed on the Company’s profile on SEDAR+ at www.sedarplus.ca.

Certain shareholders and the directors and officers of Universal (collectively, the “ Supporting Shareholders ”) have each entered into voting support agreements to vote their UNV Shares in favour of the Arrangement. The Supporting Shareholders hold, collectively, approximately 20.7% of the UNV Shares.

In connection with the Arrangement, Universal entered into a finder's fee agreement with an arm's-length party. As compensation for the finder's introduction of Universal to the Company, Universal will issue to the finder 2,173,913 UNV 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 is subject to approval of the TSXV.

5.2 – Disclosure for Restructuring Transactions

Not applicable

Item 6 – Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable

Item 7 – Omitted Information

Not applicable

Item 8 – Executive Officer

Chris Donaldson Chief Executive Officer, Director Telephone: (604) 813-3931

Item 9 – Date of Report

February 22, 2024