Vizsla Copper Corp.

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is dated as of the 19[th] day of April, 2021

BETWEEN :

VIZSLA SILVER CORP. , a corporation existing under the Business Corporations Act (British Columbia)

(“ Vizsla ”)

AND:

VIZSLA COPPER CORP. , a corporation existing under the Business Corporations Act (British Columbia)

(“ SpinCo ”)

WHEREAS:

A. Vizsla, through its wholly-owned subsidiary, SpinCo, owns the Blueberry Property and the Carruthers Pass Property Option;

B. Vizsla and SpinCo wish to proceed with a corporate restructuring by way of a statutory arrangement under the BCBCA, pursuant to which Vizsla and SpinCo will participate in a series of transactions whereby, among other things, Vizsla will distribute the SpinCo Shares such that the holders of Vizsla Shares (other than Dissenting Shareholders) will become the holders of the SpinCo Shares;

C. Vizsla proposes to convene a meeting of the Vizsla Shareholders to consider the Arrangement pursuant to Part 9, Division 5 of the BCBCA, on the terms and conditions set forth in the Plan of Arrangement attached as Exhibit I hereto; and

D. Each of the parties to this Agreement has agreed to participate in and support the Arrangement.

NOW THEREFORE , in consideration of the premises and the respective covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto hereby covenant and agree as follows:

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DEFINITIONS, INTERPRETATION AND EXHIBIT

1.1 Definitions. In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following capitalized words and terms will have the following meanings:

(a) “ Agreement ” means this arrangement agreement, including the exhibits attached hereto as the same may be supplemented or amended from time to time;
(b) “ Arrangement ” means the arrangement pursuant to the Arrangement Provisions as contemplated by the provisions of this Agreement and the Plan of Arrangement;
(c) “ Arrangement Provisions ” means Part 9, Division 5 of the BCBCA;
(d) “ Arrangement Resolution ” means the special resolution of the Vizsla Shareholders to approve the Arrangement, as required by the Interim Order and the BCBCA;
(e) “ BCBCA ” means the Business Corporations Act , S.B.C. 2002, c. 57, as amended;
(f) “ Blueberry Property ” means the 100% owned Blueberry copper property located in the Babine porphyry belt of central British Columbia;
(g) “ Board of Directors ” means the current and existing board of directors of Vizsla;
(h) “ Business Day ” means a day which is not a Saturday, Sunday or statutory holiday in Vancouver, British Columbia;
(i) “ Carruthers Pass Property Option ” means the option to acquire a 60% interest in the Carruthers Pass copper property located 200km north of Smithers, British Columbia and which is currently 100% owned by Cariboo Rose Resources Ltd.;
(j) “ Constating Documents ” means the Articles and related Notice of Articles under the BCBCA of each of Vizsla and SpinCo;
(k) “ Court ” means the Supreme Court of British Columbia;
(l) “ Dissent Procedures ” means the rules pertaining to the exercise of Dissent Rights as set forth in Division 2 of Part 8 of the BCBCA and Article 5 of the Plan of Arrangement;
(m) “ Dissent Rights ” means the right of a registered Vizsla Shareholder to dissent from the Arrangement Resolutions in accordance with the provisions of the BCBCA, as modified by the Interim Order, and to be paid the fair value of the Vizsla Shares in respect of which the holder dissents;
(n) “ Dissenting Shareholder ” means a registered holder of Vizsla Shares who dissents in respect of the Arrangement in strict compliance with the Dissent Procedures and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;
(o) “ Effective Date ” will be the date of the closing of the Arrangement;
(p) “ Effective Time ” means 12:01 a.m. (Vancouver time) on the Effective Date or such other time on the Effective Date as agreed to in writing by Vizsla and SpinCo;

(q) “ Final Order ” means the final order of the Court approving the Arrangement;
(r) “ Information Circular ” means the management information circular, including all schedules thereto, to be sent to the Vizsla Shareholders in connection with the Vizsla Meeting, together with any amendments or supplements thereto;
(s) “ Interim Order ” means the interim order of the Court providing advice and directions in connection with the Vizsla Meeting and the Arrangement;
(t) “ In the Money Amount ” means at a particular time with respect to a Vizsla Option or Vizsla Replacement Option means the amount, if any, by which the fair market value of the underlying security exceeds the exercise price of the relevant option at such time;
(u) “ New Vizsla Shares ” means the new class of common shares without par value which Vizsla will create and issue as described in §3.1(b)(ii) of the Plan of Arrangement and for which the Vizsla Class A Shares are, in part, to be exchanged under the Plan of Arrangement and which, immediately after completion of the transactions comprising the Plan of Arrangement, will be identical in every relevant respect to the Vizsla Shares;
(v) “ party ” means either Vizsla or SpinCo and “parties” means, collectively, Vizsla and SpinCo;
(w) “ Person ” means and includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, a trustee, executor, administrator or other legal representative and the Crown or any agency or instrumentality thereof;
(x) “ Plan of Arrangement ” means the plan of arrangement attached to this Agreement as Exhibit I, as the same may be amended from time to time;
(y) “ Registrar ” means the Registrar of Companies under the BCBCA;
(z) “ SpinCo ” means Vizsla Copper Corp., a corporation incorporated pursuant to the laws of the Province of British Columbia;
(aa) “ SpinCo Financing ” means a private placement by SpinCo of SpinCo securities to raise gross proceeds of approximately $3,500,000, or such other amount as the SpinCo board of directors may determine, on terms acceptable to SpinCo, in order to allow SpinCo to satisfy the initial listing requirements of the TSXV;
(bb) “ SpinCo Shares ” means the no par value common shares which SpinCo is authorized to issue as the same are constituted on the date hereof;
(cc) “ Tax Act ” means the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.) c.1, as amended;
(dd) “ TSXV ” means the TSX Venture Exchange;
(ee) “ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended;
(ff) “ Vizsla ” means Vizsla Silver Corp., a corporation incorporated pursuant to the laws of the Province of British Columbia;

(gg) “ Vizsla Class A Shares ” has the meaning set out in the recitals hereto;
(hh) “ Vizsla Meeting ” means the special meeting of the Vizsla Shareholders and any adjournments or postponements thereof to be held to, among other things, consider and, if deemed advisable, approve the Arrangement;
(ii) “ Vizsla Optionholders ” means the holders of Vizsla Options on the Effective Date;
(jj) “ Vizsla Option s” means options to acquire Vizsla Shares, including options under the terms of which are deemed exercisable for Vizsla Shares, that are outstanding immediately prior to the Effective Time;
(kk) “ Vizsla Replacement Option ” means an option to acquire a New Vizsla Share to be issued by Vizsla to a holder of a Vizsla Option pursuant to §3.1(d) of the Plan of Arrangement;
(ll) “ Vizsla Shareholder ” means a holder of Vizsla Shares;
(mm) “ Vizsla Shares ” means the common shares without par value which Vizsla is authorized to issue as the same are constituted on the date hereof;
(nn) “ Vizsla Warrantholders ” means the holders of Vizsla Warrants on the Effective Date; and
(oo) “ Vizsla Warrants ” means the share purchase warrants of Vizsla exercisable to acquire Vizsla Shares, including warrants under the terms of which are deemed exercisable for Vizsla Shares, that are outstanding immediately prior to the Effective Time.

1.2 Currency. All amounts of money which are referred to in this Agreement are expressed in lawful money of Canada unless otherwise specified.

1.3 Interpretation Not Affected by Headings. The division of this Agreement into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of the provisions of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereunder” and similar expressions refer to this Agreement and the exhibits hereto as a whole and not to any particular article, section, subsection, paragraph or subparagraph hereof and include any agreement or instrument supplementary or ancillary hereto.

1.4 Number and Gender. In this Agreement, unless the context otherwise requires, words importing the singular will include the plural and vice versa and words importing the use of either gender will include all genders and neuter and words importing persons will include firms and corporations.

1.5 Date for any Action. In the event that any date on which any action is required to be taken hereunder by Vizsla or SpinCo is not a Business Day in the place where the action is required to be taken, such action will be required to be taken on the next succeeding day which is a Business Day in such place.

1.6 Meaning. Words and phrases used herein and defined in the BCBCA will have the same meaning herein as in the BCBCA unless the context otherwise requires.

1.7 Exhibits. Attached hereto and deemed to be incorporated into and form part of this Agreement as Exhibit I is the Plan of Arrangement.

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ARRANGEMENT

2.1 Arrangement. The parties agree to effect the Arrangement pursuant to the Arrangement Provisions on the terms and subject to the conditions contained in this Agreement and the Plan of Arrangement.

2.2 Implementation Steps. In connection with the Arrangement, the parties will:
(a) apply to the Court, as soon as reasonably practicable, taking into account the mailing date for the Information Circular, under Part 9, Division 5 of the BCBCA for the Interim Order, providing for, among other things, the calling and holding of the Vizsla Meeting for the purposes of , among other things, considering and, if deemed advisable, approving the Arrangement and the granting of the Dissent Rights, and thereafter proceed with and diligently pursue the Interim Order;
(b) subject to receipt of the Interim Order and the distribution of the Information Circular to the Vizsla Shareholders, call and hold the Meeting for the purpose of, among other things, considering the Arrangement;
(c) subject to obtaining such securityholder approval as required by the Interim Order, apply to the Court under Part 9, Division 5 of the BCBCA for the Final Order approving the Arrangement; and
(d) subject to obtaining the Final Order, and provided all conditions of the Parties to this Agreement as set forth in Article apply to the Court, as soon as reasonably practicable, taking into account the mailing date for the Information Circular, under Part 9, Division 5 of the BCBCA for the Interim Order, providing for, among other things, the calling and holding of the Meeting for the purposes of, among other things, considering and, if deemed advisable, approving the Arrangement and the granting of the Dissent Rights, and thereafter proceed with and diligently pursue the Interim Order.
2.3 Interim Order . The petition for the Interim Order will request that the Interim Order provide:
(a) that the Vizsla Shareholders, Vizsla Optionholders and Vizsla Warrantholders will be the class of Persons to whom notice is to be provided in respect of the Meeting and for the manner in which such notice is to be provided;
(b) each Vizsla Shareholder will be entitled to one vote for each Vizsla Share held by such holder;
(c) that the requisite approval for the Arrangement will be at least two-thirds of the votes cast on the appropriate special resolution by the Vizsla Shareholders present in person or represented by proxy at the Meeting and entitled to vote thereat;
(d) that Vizsla will call and hold the Meeting in accordance with the BCBCA and the articles of Vizsla; and
(e) for the grant of the Dissent Rights.

2.4 Effective Date of Arrangement. The Arrangement will become effective on the Effective Date as set out in the Plan of Arrangement.

2.5 Commitment to Effect. Subject to termination of this Agreement pursuant to Article 6 hereof, the parties will each use all reasonable efforts and do all things reasonably required to cause the Plan of Arrangement to become effective by no later than August 1, 2021, or by such other date as Vizsla and

SpinCo may determine, and in conjunction therewith to cause the conditions described in Section 5.1 to be complied with prior to the Effective Date. Without limiting the generality of the foregoing, the parties will proceed forthwith to apply for the Interim Order and Vizsla will call the Vizsla Meeting and mail the Information Circular to the Vizsla Shareholders.

2.6 Filing of Final Order. Subject to the rights of termination contained in Article 6 hereof, upon the Vizsla Shareholders approving the Arrangement Resolutions in accordance with the provisions of the Interim Order and the BCBCA, Vizsla obtaining the Final Order and the other conditions contained in Article 5 hereof being complied with or waived, Vizsla on its behalf and on behalf of SpinCo will file with the Registrar:

(a) the records and information required by the Registrar pursuant to the Arrangement Provisions; and
(b) a copy of the Final Order.

2.7 U.S. Securities Law Matters. The parties agree that the Arrangement will be carried out with the intention that the New Vizsla Shares and SpinCo Shares, the Vizsla Replacement Options and the modified Vizsla Warrants delivered or deemed to be delivered upon completion of the Arrangement to Vizsla Shareholders, Vizsla Optionholders and Vizsla Warrantholders will be issued by Vizsla and SpinCo in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act, the parties agree that the Arrangement will be carried out on the following basis:

(a) the Arrangement will be subject to the approval of the Court and the Court will hold a hearing approving the fairness of the terms and conditions of the Arrangement;
(b) prior to the hearing required to approve the Arrangement, the Court will be advised as to the intention of the Parties to rely on the exemption under Section 3(a)(10) of the U.S. Securities Act;
(c) the Court will be required to satisfy itself as to the substantive and procedural fairness of the terms and conditions of the Arrangement to the Vizsla Shareholders, Vizsla Optionholders and Vizsla Warrantholders subject to the Arrangement;
(d) Vizsla will ensure that each Vizsla Shareholder, Vizsla Optionholder and Vizsla Warrantholder entitled to receive New Vizsla Shares and SpinCo Shares, Vizsla Replacement Options or modified Vizsla Warrants on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;
(e) the Vizsla Shareholders, Vizsla Optionholders and Vizsla Warrantholders entitled to receive such securities on completion of the Arrangement will be advised that such securities issued in the Arrangement have not been registered under the U.S. Securities Act and will be issued in reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act;
(f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the terms and conditions of the Arrangement is approved by the Court as being fair, substantively and procedurally, to the Vizsla Shareholders, Vizsla Optionholders and Vizsla Warrantholders;
(g) the Interim Order approving the Vizsla Meeting will specify that each Vizsla Shareholder will have the right to appear before the Court at the hearing of the Court to give approval of the

Arrangement so long as the Vizsla Shareholder, Vizsla Optionholder or Vizsla Warrantholder enters a response to petition within a reasonable time and in accordance with the requirements of Section 3(a)(10) under the U.S. Securities Act; and

(h) the Final Order will include a statement substantially to the following effect:

“This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the issuance or deemed issuance of New Vizsla Shares and SpinCo Shares, Vizsla Replacement Options and modified Vizsla Warrants pursuant to the Plan of Arrangement.”.

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REPRESENTATIONS AND WARRANTIES

3.1 Mutual Representations and Warranties. Each of the parties hereby represents and warrants to the other party that:

(a) it is a corporation duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation, and has full capacity and authority to enter into this Agreement and to perform its covenants and obligations hereunder;
(b) it has taken all corporate actions necessary to authorize the execution and delivery of this Agreement and to consummate the transactions contemplated herein and this Agreement has been duly executed and delivered by it;
(c) neither the execution and delivery of this Agreement nor the performance of any of its covenants and obligations hereunder will constitute a material default under, or be in any material contravention or breach of (i) any provision of its Constating Documents or other governing corporate documents, (ii) any judgment, decree, order, law, statute, rule or regulation applicable to it, or (iii) any agreement or instrument to which it is a party or by which it is bound; and
(d) no dissolution, winding up, bankruptcy, liquidation or similar proceedings has been commenced or are pending or proposed in respect of it.

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COVENANTS

4.1 Covenants. Each of the parties covenants with the other that it will do and perform all such acts and things, and execute and deliver all such agreements, assurances, notices and other documents and instruments, as may reasonably be required to facilitate the carrying out of the intent and purpose of this Agreement.

4.2 Interim Order and Final Order. The parties acknowledge that Vizsla will apply to and obtain from the Court, pursuant to the Arrangement Provisions, the Interim Order providing for, among other things, the calling and holding of the Vizsla Meeting for the purpose of considering and, if deemed advisable, approving and adopting the Arrangement Resolution. The parties each covenant and agree that if the approval of the Arrangement by the Vizsla Shareholders as set out in Section 5.1(b) hereof is obtained, Vizsla will thereafter (subject to the exercise of any discretionary authority granted to Vizsla’s directors) take the necessary actions to submit the Arrangement to the Court for approval and apply for the Final Order and, subject to compliance with any of the other conditions provided for in Article 5 hereof and to the rights of

termination contained in Article 6 hereof, file the material described in Section 2.6 with the Registrar.

4.3 Vizsla Options . The parties acknowledge that pursuant to the Arrangement, each Vizsla Option then outstanding to acquire one Vizsla Share will be transferred and exchanged for one Vizsla Replacement Option to acquire one New Vizsla Share having an exercise price equal to the product of the original exercise price of the Vizsla Option multiplied by the fair market value of a New Vizsla Share at the Effective Time divided by the total of the fair market value of a New Vizsla Share and the fair market value of 1/3 of a SpinCo Share at the Effective Time.

The aforesaid exercise price will be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the Vizsla Replacement Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the Vizsla Option so exchanged. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Vizsla Options.

4.4 Vizsla Warrants . The parties acknowledge that, from and after the Effective Date, all Vizsla Warrants will entitle the holder to receive, upon due exercise of the Vizsla Warrant, for the original exercise price: (a) one New Vizsla Share for each Vizsla Share that was issuable upon due exercise of the Vizsla Warrant immediately prior to the Effective Time; and

(b) 1/3 of a SpinCo Share for each Vizsla Share that was issuable upon due exercise of the Vizsla Warrant immediately prior to the Effective Time,

and SpinCo hereby covenants that it will forthwith upon receipt of written notice from Vizsla from time to time issue, as directed by Vizsla, that number of SpinCo Shares as may be required to satisfy the foregoing.

Vizsla will, as agent for SpinCo, collect and pay to SpinCo an amount for each 1/3 of a SpinCo Share so issued that is equal to the exercise price under the Vizsla Warrant multiplied by the fair market value of 1/3 of a SpinCo Share at the Effective Time divided by the total market value of one New Vizsla Share and 1/3 of a SpinCo Share at the Effective Time.

4.5 Fair Market Value . For the purposes of Sections 4.4 and 4.5 and §3.1 of the Plan of Arrangement, fair market value of the New Vizsla Shares and the SpinCo Shares will be determined by the Vizsla Board, acting in good faith.

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CONDITIONS

5.1 Conditions Precedent. The respective obligations of the parties to complete the transactions contemplated by this Agreement will be subject to the satisfaction of the following conditions:

(a) the Interim Order will have been granted in form and substance satisfactory to Vizsla;
(b) the Arrangement Resolution, with or without amendment, will have been approved and adopted at the Vizsla Meeting in accordance with the Arrangement Provisions, the Constating Documents of Vizsla, the Interim Order and the requirements of any applicable regulatory authorities;
(c) the Final Order will have been obtained in form and substance satisfactory to each of Vizsla and SpinCo;
(d) the TSXV will have conditionally approved the Arrangement, including the listing of the New

Vizsla Shares in substitution for the Vizsla Shares and the delisting of the Vizsla Shares and, in substitution therefor, all as of the Effective Date, subject to compliance with the requirements of the TSXV;

(e) the TSXV will have conditionally approved the listing of the SpinCo Shares, subject to compliance with the requirements of the TSXV;
(f) prior to the Effective Date, SpinCo will have completed or will be in a position to complete the SpinCo Financing;
(g) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement will have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances each in form acceptable to Vizsla and SpinCo;
(h) there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and the Plan of Arrangement;
(i) no law, regulation or policy will have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Arrangement and Plan of Arrangement, including any material change to the Tax Act, which would reasonably be expected to have a material adverse effect on any of Vizsla, the Vizsla Shareholders or SpinCo if the Arrangement is completed;
(j) notices of dissent pursuant to Article 5 of the Plan of Arrangement will not have been delivered by Vizsla Shareholders holding greater than 5% of the outstanding Vizsla Shares; and
(k) this Agreement will not have been terminated under Article 6 hereof.

Except for the conditions set forth in Sections 5.1(a), (b), (c), (d), (e) and (k), which may not be waived, any of the other conditions in this Section 5.1 may be waived by either Vizsla or SpinCo at its discretion.

5.2 Pre-Closing. Unless this Agreement is terminated earlier pursuant to the provisions hereof, the parties will meet at the offices of Forooghian + Company Law Corporation, 353 Water Street, Suite 401, Vancouver, British Columbia V6M 1A8, at 9:00 a.m. on the Business Day immediately preceding the Effective Date, or at such other location or at such other time or on such other date as they may mutually agree, and each of them will deliver to the other of them:

(a) the documents required to be delivered by it hereunder to complete the transactions contemplated hereby, provided that each such document required to be dated the Effective Date will be dated as of, or become effective on, the Effective Date and will be held in escrow to be released upon the occurrence of the Effective Date; and
(b) written confirmation as to the satisfaction or waiver by it of the conditions in its favour contained in this Agreement.

5.3 Merger of Conditions. The conditions set out in Section 5.1 hereof will be conclusively deemed to have been satisfied, waived or released upon the occurrence of the Effective Date.

5.4 Merger of Representations, Warranties and Covenants. The representations and warranties in Section 3.1 will be conclusively deemed to be correct as of the Effective Date and the covenants in Section 4.1 hereof will be conclusively deemed to have been complied with in all respects as of the

Effective Date, and each will accordingly merge in and not survive the effectiveness of the Arrangement.

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AMENDMENT AND TERMINATION

6.1 Amendment. Subject to any mandatory applicable restrictions under the Arrangement Provisions or the Final Order, this Agreement, including the Plan of Arrangement, may at any time and from time to time before or after the holding of the Vizsla Meeting, but prior to the Effective Date, be amended by the written agreement of the parties hereto without, subject to applicable law, further notice to or authorization on the part of the Vizsla Shareholders.

6.2 Termination. Subject to Section 6.3, this Agreement may at any time before or after the holding of the Vizsla Meeting, and before or after the granting of the Final Order, but in each case prior to the Effective Date, be terminated by direction of the Board of Directors of Vizsla without further action on the part of the Vizsla Shareholders and nothing expressed or implied herein or in the Plan of Arrangement will be construed as fettering the absolute discretion by the Board of Directors of Vizsla to elect to terminate this Agreement and discontinue efforts to effect the Arrangement for whatever reasons it may consider appropriate.

6.3 Cessation of Right. The right of Vizsla or SpinCo or any other party to amend or terminate the Plan of Arrangement pursuant to Section 6.1 and Section 6.2 will be extinguished upon the occurrence of the Effective Date.

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GENERAL

7.1 Notices. All notices which may or are required to be given pursuant to any provision of this Agreement will be given or made in writing and will be delivered or sent by email, addressed as follows:

in the case of Vizsla:

1090 West Georgia Street Vancouver, British Columbia V6E 3V7

Attention: Michael Konnert, President & Chief Executive Officer Email: [email protected]

in the case of SpinCo:

1090 West Georgia Street Vancouver, British Columbia V6E 3V7

Attention: Craig Parry, Director Email: [email protected]

in each case with a copy to:

Forooghian + Company Law Corporation 353 Water Street, Suite 401 Vancouver, British Columbia V6M 1A8

Attention: Farzad Forooghian Email: [email protected]

7.2 Assignment. Neither of the parties may assign its rights or obligations under this Agreement or the Arrangement without the prior written consent of the other.

7.3 Binding Effect. This Agreement and the Arrangement will be binding upon and will enure to the benefit of the parties and their respective successors and permitted assigns.

7.4 Waiver. Any waiver or release of the provisions of this Agreement, to be effective, must be in writing and executed by the party granting such waiver or release.

7.5 Governing Law. This Agreement will be governed by and be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

7.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

7.7 Expenses. All expenses incurred by a party in connection with this Agreement, the Arrangement and the transactions contemplated hereby and thereby will be borne by the party that incurred the expense or as otherwise mutually agreed by the parties.

7.8 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

7.9 Time of Essence. Time is of the essence of this Agreement.

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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.

VIZSLA SILVER CORP.

Per: “ Michael Konnert ” Michael Konnert President & Chief Executive Officer

Per: “ Craig Parry ” Craig Parry Director

EXHIBIT I

TO THE ARRANGEMENT AGREEMENT DATED AS OF THE 19TH DAY OF APRIL, 2021 BETWEEN VIZSLA SILVER CORP. AND VIZSLA COPPER CORP.

PLAN OF ARRANGEMENT

UNDER PART 9, DIVISION 5 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

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DEFINITIONS AND INTERPRETATION

1.1 Definitions. In this plan of arrangement, unless there is something in the subject matter or context inconsistent therewith, the following capitalized words and terms will have the following meanings:

(a) “ Arrangement ” means the arrangement pursuant to the Arrangement Provisions on the terms and conditions set out herein;
(b) “ Arrangement Agreement ” means the arrangement agreement dated as of April 19, 2021 between Vizsla and SpinCo, as may be supplemented or amended from time to time;
(c) “ Arrangement Provisions ” means Part 9, Division 5 of the BCBCA;
(d) “ Arrangement Resolutions ” means the special resolutions of the Vizsla Shareholders to approve the Arrangement, as required by the Interim Order and the BCBCA;
(e) “ BCBCA ” means the Business Corporations Act , S.B.C. 2002, c. 57, as amended;
(f) “ Board of Directors ” means the current and existing board of directors of Vizsla;
(g) “ Business Day ” means a day which is not a Saturday, Sunday or statutory holiday in Vancouver, British Columbia;
(h) “ Court ” means the Supreme Court of British Columbia;
(i) “ Depositary ” means Computershare Investor Services Inc., or such other depositary as Vizsla may determine;
(j) “ Dissent Procedures ” means the rules pertaining to the exercise of Dissent Rights as set forth in Division 2 of Part 8 of the BCBCA and Article 5 of this Plan of Arrangement;
(k) “ Dissent Rights ” means the rights of dissent granted in favour of registered holders of Vizsla Shares in accordance with Article 5 of this Plan of Arrangement;
(l) “ Dissenting Share ” has the meaning given in §3.1(a) of this Plan of Arrangement;
(m) “ Dissenting Shareholder ” means a registered holder of Vizsla Shares who dissents in respect of the Arrangement in strict compliance with the Dissent Procedures and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;
(n) “ Effective Date ” will be the date of the closing of the Arrangement, as mutually agreed between Vizsla and SpinCo;
(o) “ Effective Time ” means 12:01 a.m. (Vancouver time) on the Effective Date or such other time on the Effective Date as agreed to in writing by Vizsla and SpinCo;
(p) “ Final Order ” means the final order of the Court approving the Arrangement;
(q) “ Information Circular ” means the management information circular of Vizsla, including all schedules thereto, to be sent to the Vizsla Shareholders in connection with the Vizsla Meeting, together with any amendments or supplements thereto;
(r) “ Interim Order ” means the interim order of the Court providing advice and directions in connection with the Vizsla Meeting and the Arrangement;
(s) “ In the Money Amount ” means at a particular time with respect to a Vizsla Option or Vizsla Replacement Option means the amount, if any, by which the fair market value of the underlying security exceeds the exercise price of the relevant option at such time;
(t) “ Letter of Transmittal ” means the letter of transmittal in respect of the Arrangement to be sent to Vizsla Shareholders, together with the Information Circular;
(u) “ New Vizsla Shares ” means a new class of voting common shares without par value which Vizsla will create and issue as described in §3.1(b)(ii) of this Plan of Arrangement and for which the Vizsla Shares are, in part, to be exchanged under the Plan of Arrangement and which, immediately after completion of the transactions comprising the Plan of Arrangement, will be identical in every relevant respect to the Vizsla Shares;
(v) “ Plan of Arrangement ” means this plan of arrangement, as the same may be amended from time to time;
(w) “ Registrar ” means the Registrar of Companies under the BCBCA;
(x) “ Share Distribution Record Date ” means the close of business on the Business Day immediately preceding the Effective Date for the purpose of determining the Vizsla Shareholders entitled to receive New Vizsla Shares and SpinCo Shares pursuant to this Plan of Arrangement or such other date as the Board of Directors may select;
(y) “ SpinCo ” means Vizsla Copper Corp., a corporation incorporated pursuant to the laws of the Province of British Columbia;
(z) “ SpinCo Shareholder ” means a holder of SpinCo Shares;
(aa) “ SpinCo Shares ” means the no par value shares which SpinCo is authorized to issue as the same are constituted on the date hereof;
(bb) “ Tax Act ” means the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.) c.1, as amended;
(cc) “ TSXV ” means the TSX Venture Exchange;
(dd) “ U.S. Securities Act ” means the United States Securities Act of 1933, as amended;
(ee) “ Vizsla ” means Vizsla Silver Corp., a corporation incorporated pursuant to the laws of the Province of British Columbia;

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(ff) “ Vizsla Class A Shares ” means the renamed and redesignated Vizsla Shares as described in §3.1(b)(i) of this Plan of Arrangement;
(gg) “ Vizsla Meeting ” means the special meeting of the Vizsla Shareholders and any adjournments thereof to be held to, among other things, consider and, if deemed advisable, approve the Arrangement;
(hh) “ Vizsla Optionholders ” means the holders of Vizsla Options on the Effective Date;
(ii) “ Vizsla Options ” means options to acquire Vizsla Shares, including options under the terms of which are deemed exercisable for Vizsla Shares, that are outstanding immediately prior to the Effective Time;
(jj) “ Vizsla Replacement Option ” means an option to acquire a New Vizsla Share to be issued by Vizsla to a holder of a Vizsla Option pursuant to §3.1(d) of this Plan of Arrangement;
(kk) “ Vizsla Shareholder ” means a holder of Vizsla Shares;
(ll) “ Vizsla Shares ” means the common shares without par value which Vizsla is authorized to issue as the same are constituted on the date hereof;
(mm) “ Vizsla Warrantholders ” means the holders of Vizsla Warrants on the Effective Date; and
(nn) “ Vizsla Warrants ” means the share purchase warrants of Vizsla exercisable to acquire Vizsla Shares, including warrants under the terms of which are deemed exercisable for Vizsla Shares, that are outstanding immediately prior to the Effective Time.

1.2 Interpretation Not Affected by Headings. The division of this Plan of Arrangement into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Plan of Arrangement. Unless otherwise specifically indicated, the terms “this Plan of Arrangement”, “hereof”, “hereunder” and similar expressions refer to this Plan of Arrangement as a whole and not to any particular article, section, subsection, paragraph or subparagraph and include any agreement or instrument supplementary or ancillary hereto.

1.3 Number and Gender. Unless the context otherwise requires, words importing the singular number only will include the plural and vice versa, words importing the use of either gender will include both genders and neuter and words importing persons will include firms and corporations. 1.4 Meaning. Words and phrases used herein and defined in the BCBCA will have the same meaning herein as in the BCBCA, unless the context otherwise requires.

1.5 Date for any Action. If any date on which any action is required to be taken under this Plan of Arrangement is not a Business Day, such action will be required to be taken on the next succeeding Business Day.

1.6 Governing Law. This Plan of Arrangement will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

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ARRANGEMENT AGREEMENT

2.1 Arrangement Agreement. This Plan of Arrangement is made pursuant and subject to the provisions of the Arrangement Agreement.

2.2 Arrangement Effectiveness. The Arrangement and this Plan of Arrangement will become final and conclusively binding on Vizsla, the Vizsla Shareholders (including Dissenting Shareholders), Vizsla Optionholders, Vizsla Warrantholders and SpinCo Shareholders at the Effective Time without any further act or formality as required on the part of any person, except as expressly provided herein.

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THE ARRANGEMENT

3.1 The Arrangement. Commencing at the Effective Time, the following will occur and be deemed to occur in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of Vizsla or SpinCo, but subject to the provisions of Article 5:

(a) each Vizsla Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a “ Dissenting Share ”) will be directly transferred and assigned by such Dissenting Shareholder to Vizsla, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease to be outstanding and such Dissenting Shareholders will cease to have any rights as Shareholders other than the right to be paid the fair value for their Vizsla Shares by Vizsla;
(b)

the authorized share structure of Vizsla will be altered by:

(i) renaming and redesignating all of the issued and unissued Vizsla Shares as “Class A common shares without par value” and amending the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the “Vizsla Class A Shares”; and
(ii) creating a new class consisting of an unlimited number of “common shares without par value” with terms and special rights and restrictions identical to those of the Vizsla Shares immediately prior to the Effective Time, being the “New Vizsla Shares”;
(c) Vizsla’s Notice of Articles will be amended to reflect the alterations in §3.1(b);
(d) each Vizsla Option then outstanding to acquire one Vizsla Share will be transferred and exchanged for one Vizsla Replacement Option to acquire one New Vizsla Share having an exercise price equal to the product of the original exercise price of the Vizsla Option multiplied by the fair market value of a New Vizsla Share at the Effective Time divided by the total of the fair market value of a New Vizsla Share and the fair market value of 1/3 of a SpinCo Share at the Effective Time; provided that the aforesaid exercise price will be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the Vizsla Replacement Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the Vizsla Option so exchanged. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Vizsla Options;
(e) each Vizsla Warrant then outstanding will be deemed to be amended to entitle the Vizsla Warrantholder to receive, upon due exercise of the Vizsla Warrant, for the original exercise

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price:

(i) one New Vizsla Share for each Vizsla Share that was issuable upon due exercise of the Vizsla Warrant immediately prior to the Effective Time; and
(ii) 1/3 of a SpinCo Share for each Vizsla Share that was issuable upon due exercise of the Vizsla Warrant immediately prior to the Effective Time;
(f) each issued and outstanding Vizsla Class A Share outstanding on the Share Distribution Record Date will be exchanged for: (i) one New Vizsla Share; and (ii) 1/3 of a SpinCo Share, the holders of the Vizsla Class A Shares will be removed from the central securities register of Vizsla as the holders of such and will be added to the central securities register of Vizsla as the holders of the number of New Vizsla Shares that they have received on the exchange set forth in this §3.1(f), and the SpinCo Shares transferred to the then holders of the Vizsla Class A Shares will be registered in the name of the former holders of the Vizsla Class A Shares and Vizsla will provide SpinCo and its registrar and transfer agent notice to make the appropriate entries in the central securities register of SpinCo;
(g) all of the issued Vizsla Class A Shares will be cancelled with the appropriate entries being made in the central securities register of Vizsla, and the aggregate legal stated capital and paid-up capital (as that term is used for purposes of the Tax Act) of the New Vizsla Shares will be equal to that of the Vizsla Shares immediately prior to the Effective Time less the fair market value of the SpinCo Shares distributed on the exchange of Vizsla Class A Shares pursuant to §3.1(f);
(h) the Vizsla Class A Shares, none of which will be issued or outstanding once the steps in §3.1(f) to §3.1(g) are completed, will be cancelled and the authorized share structure of Vizsla will be changed by eliminating the Vizsla Class A Shares; and
(i) the Notice of Articles of Vizsla will be amended to reflect the alterations in §3.1(h).

3.2 No Fractional Shares. Notwithstanding any other provision of this Arrangement, no fractional SpinCo Shares will be distributed to the Vizsla Shareholders, and, as a result, all fractional amounts arising under this Plan of Arrangement will be rounded down to the next whole number without any compensation therefor. Any SpinCo Shares not distributed as a result of so rounding down will be cancelled by SpinCo.

3.3 Share Distribution Record Date. In §3.1(f), the reference to a Vizsla Shareholder will mean a person who is a Vizsla Shareholder on the Share Distribution Record Date, subject to the provisions of Article 5.

3.4 Deemed Time for Redemption. In addition to the chronological order in which the transactions and events set out in §3.1 will occur and will be deemed to occur, the time on the Effective Date for the exchange of Vizsla Class A Shares for New Vizsla Shares and SpinCo Shares set out in §3.1(f) will occur and will be deemed to occur immediately after the time of listing of the New Vizsla Shares on the TSXV on the Effective Date.

3.5 Deemed Fully Paid and Non-Assessable Shares. All New Vizsla Shares, Vizsla Class A Shares and SpinCo Shares issued pursuant hereto will be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the BCBCA.

3.6 Supplementary Actions. Notwithstanding that the transactions and events set out in §3.1 will occur and will be deemed to occur in the chronological order therein set out without any act or formality, each

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of Vizsla and SpinCo will be required to make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required to give effect to, or further document or evidence, any of the transactions or events set out in §3.1, including, without limitation, any resolutions of directors authorizing the issue, transfer or redemption of shares, any share transfer powers evidencing the transfer of shares and any receipt therefor, any necessary additions to or deletions from share registers, and agreements for warrant certificates.

3.7 Withholding. Each of Vizsla, SpinCo and the Depositary will be entitled to deduct and withhold from any cash payment or any issue, transfer or distribution of New Vizsla Shares, SpinCo Shares or Vizsla Replacement Options made pursuant to this Plan of Arrangement such amounts as may be required to be deducted and withheld pursuant to the Tax Act or any other applicable law, and any amount so deducted and withheld will be deemed for all purposes of this Plan of Arrangement to be paid, issued, transferred or distributed to the person entitled thereto under the Plan of Arrangement. Without limiting the generality of the foregoing, any New Vizsla Shares or SpinCo Shares so deducted and withheld may be sold on behalf of the person entitled to receive them for the purpose of generating cash proceeds, net of brokerage fees and other reasonable expenses, sufficient to satisfy all remittance obligations relating to the required deduction and withholding, and any cash remaining after such remittance will be paid to the person forthwith.

3.8 No Liens. Any exchange or transfer of securities pursuant to this Plan of Arrangement will be free and clear of any liens, restrictions, adverse claims or other claims of third parties of any kind.

3.9 U.S. Securities Law Matters. The Court is advised that the Arrangement will be carried out with the intention that all securities issued on completion of the Arrangement will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act.

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CERTIFICATES

4.1 Vizsla Class A Shares. Recognizing that the Vizsla Shares will be renamed and redesignated as Vizsla Class A Shares pursuant to §3.1(b)(i) and that the Vizsla Class A Shares will be exchanged partially for New Vizsla Shares pursuant to §3.1(f), Vizsla will not issue replacement share certificates representing the Vizsla Class A Shares.

4.2 SpinCo Share Certificates. As soon as practicable following the Effective Date, Vizsla or SpinCo will deliver or cause to be delivered to the Depositary certificates representing the SpinCo Shares required to be issued to registered holders of Vizsla Shares as at immediately prior to the Effective Time in accordance with the provisions of §3.1(h) of this Plan of Arrangement, which certificates will be held by the Depositary as agent and nominee for such holders for distribution thereto in accordance with the provisions of §6.1 hereof.

4.3 New Vizsla Share Certificates. As soon as practicable following the Effective Date, Vizsla will deliver or cause to be delivered to the Depositary certificates representing the New Vizsla Shares required to be issued to registered holders of Vizsla Shares as at immediately prior to the Effective Time in accordance with the provisions of §3.1(f) of this Plan of Arrangement, which certificates will be held by the Depositary as agent and nominee for such holders for distribution thereto in accordance with the provisions of §6.1 hereof.

4.4 Interim Period. Any Vizsla Shares traded after the Share Distribution Record Date will represent New Vizsla Shares as of the Effective Date and will not carry any rights to receive SpinCo Shares.

4.5 Stock Option Agreements. The stock option agreements for the Vizsla Options will be deemed to be amended by Vizsla to reflect the adjusted exercise price of the Vizsla Replacement Options.

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RIGHTS OF DISSENT

5.1 Dissent Right. Registered holders of Vizsla Shares may exercise Dissent Rights with respect to their Vizsla Shares in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in the Dissent Procedures, as they may be amended by the Interim Order, Final Order or any other order of the Court, and provided that such Dissenting Shareholder delivers a written notice of dissent to Vizsla at least two Business Days before the day of the Vizsla Meeting or any adjournment or postponement thereof.

5.2 Dealing with Dissenting Shares. Vizsla Shareholders who duly exercise Dissent Rights with respect to their Dissenting Shares and who:

(a) are ultimately entitled to be paid fair value for their Dissenting Shares will be deemed to have transferred their Dissenting Shares to Vizsla for cancellation as of the Effective Time pursuant to §3.1(a); or
(b) for any reason are ultimately not entitled to be paid for their Dissenting Shares, will be deemed to have participated in the Arrangement on the same basis as a non-dissenting Vizsla Shareholder and will receive New Vizsla Shares and SpinCo Shares on the same basis as every other non-dissenting Vizsla Shareholder,

but in no case will Vizsla be required to recognize such persons as holding Vizsla Shares on or after the Effective Date.

5.3 Reservation of SpinCo Shares. If a Vizsla Shareholder exercises Dissent Rights, Vizsla will, on the Effective Date, set aside and not distribute that portion of the SpinCo Shares which is attributable to the Vizsla Shares for which Dissent Rights have been exercised. If the dissenting Vizsla Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Vizsla will distribute to such Vizsla Shareholder his or her pro rata portion of the SpinCo Shares. If a Vizsla Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Vizsla will retain the portion of the SpinCo Shares attributable to such Vizsla Shareholder and such shares will be dealt with as determined by the Board of Directors of Vizsla in its discretion.

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DELIVERY OF SHARES

6.1 Delivery of Shares.

(a) Upon surrender to the Depositary for cancellation of a certificate that immediately before the Effective Time represented one or more outstanding Vizsla Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate will be entitled to receive in exchange therefor, and the Depositary will deliver to such holder following the Effective Time, a certificate representing the New Vizsla Shares and a certificate representing the SpinCo Shares that such holder is entitled to receive in accordance with §3.1 hereof.
(b) After the Effective Time and until surrendered for cancellation as contemplated by §6.1(a) hereof, each certificate that immediately prior to the Effective Time represented one or more Vizsla Shares will be deemed at all times to represent only the right to receive in exchange therefor a certificate representing the New Vizsla Shares and a certificate representing the SpinCo Shares that such holder is entitled to receive in accordance with §3.1 hereof.

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6.2 Lost Certificates. If any certificate that immediately prior to the Effective Time represented one or more outstanding Vizsla Shares that were exchanged for New Vizsla Shares and SpinCo Shares in accordance with §3.1 hereof, will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary will deliver in exchange for such lost, stolen or destroyed certificate, the New Vizsla Shares and SpinCo Shares that such holder is entitled to receive in accordance with §3.1 hereof. When authorizing such delivery of New Vizsla Shares and SpinCo Shares that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom such securities are to be delivered will, as a condition precedent to the delivery of such New Vizsla Shares and SpinCo Shares give a bond satisfactory to Vizsla, SpinCo and the Depositary in such amount as Vizsla, SpinCo and the Depositary may direct, or otherwise indemnify Vizsla, SpinCo and the Depositary in a manner satisfactory to Vizsla, SpinCo and the Depositary, against any claim that may be made against Vizsla, SpinCo or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and will otherwise take such actions as may be required by the articles of Vizsla.

6.3 Distributions with Respect to Unsurrendered Certificates. No dividend or other distribution declared or made after the Effective Time with respect to New Vizsla Shares or SpinCo Shares with a record date after the Effective Time will be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Vizsla Shares unless and until the holder of such certificate will have complied with the provisions of §6.1 or §6.2 hereof. Subject to applicable law and to §3.7 hereof, at the time of such compliance, there will, in addition to the delivery of the New Vizsla Shares and SpinCo Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such New Vizsla Shares and/or SpinCo Shares, as applicable.

6.4 Limitation and Proscription. To the extent that a former Vizsla Shareholder will not have complied with the provisions of §6.1 or §6.2 hereof, as applicable, on or before the date that is six (6) years after the Effective Date (the “ Final Proscription Date ”), then the New Vizsla Shares and SpinCo Shares that such former Vizsla Shareholder was entitled to receive will be automatically cancelled without any repayment of capital in respect thereof and the New Vizsla Shares and SpinCo Shares to which such Vizsla Shareholder was entitled, will be delivered to SpinCo (in the case of the SpinCo Shares) or Vizsla (in the case of the New Vizsla Shares) by the Depositary and certificates representing such New Vizsla Shares and SpinCo Shares will be cancelled by Vizsla and SpinCo, as applicable, and the interest of the former Vizsla Shareholder in such New Vizsla Shares and SpinCo Shares or to which it was entitled will be terminated as of such Final Proscription Date.

6.5 Paramountcy. From and after the Effective Time: (i) this Plan of Arrangement will take precedence and priority over any and all Vizsla Shares, Vizsla Options or Vizsla Warrants issued prior to the Effective Time; and (ii) the rights and obligations of (A) the registered holders of Vizsla Shares, Vizsla Options and Vizsla Warrants, (B) Vizsla, (C) SpinCo, and (D) the Depositary and any transfer agent or other depositary therefor, will be solely as provided for in this Plan of Arrangement.

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AMENDMENTS & WITHDRAWAL

7.1 Amendments. Vizsla, in its sole discretion, reserves the right to amend, modify and/or supplement this Plan of Arrangement from time to time at any time prior to the Effective Time provided that any such amendment, modification or supplement must be contained in a written document that is filed with the Court and, if made following the Vizsla Meeting, approved by the Court.

7.2 Amendments Made Prior to or at the Vizsla Meeting. Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Vizsla at any time prior to or at the Vizsla Meeting with or without any prior notice or communication, and if so proposed and accepted by the Vizsla Shareholders voting at the Vizsla Meeting, will become part of this Plan of Arrangement for all

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AI assistant

Vizsla Copper Corp. Merger & Acquisition 2021

48205_rns_2021-09-29_c540298d-33a1-4615-b69a-bd991632a65b.pdf

ARRANGEMENT AGREEMENT

AND:

(“ SpinCo ”)

WHEREAS:

DEFINITIONS, INTERPRETATION AND EXHIBIT

ARRANGEMENT

REPRESENTATIONS AND WARRANTIES

COVENANTS

CONDITIONS

AMENDMENT AND TERMINATION

GENERAL

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VIZSLA SILVER CORP.