EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Vizsla Silver Corp.: Exhibit 99.1 - Filed by newsfilecorp.com

 

(Formerly Vizsla Resources Corp.)

Condensed Consolidated Interim Financial Statements

(Expressed in Canadian Dollars - unaudited)

For the nine months ended January 31, 2022

 


VIZSLA SILVER CORP.

(formerly Vizsla Resources Corp.)

Condensed Consolidated Interim Statements of Financial Position

Expressed in Canadian dollars - unaudited

As at Note   January 31, 2022     April 30, 2021  
               
      $     $  
ASSETS              
Current assets              
     Cash and cash equivalents     41,789,455     19,398,272  
     Tax receivables     10,420,812     1,344,511  
     Other receivables     409,472     6,846  
     Prepaid expenses     1,506,290     116,136  
               
Total current assets     54,126,029     20,865,765  
               
Property, plant and equipment 4   181,646     101,337  
Exploration and evaluation assets 5   97,329,057     18,508,268  
               
Total assets     151,636,732     39,475,370  
               
               
LIABILITIES              
Current liabilities              
     Accounts payable and accrued liabilities 7   7,564,632     1,290,721  
               
Total liabilities     7,564,632     1,290,721  
               
SHAREHOLDERS' EQUITY              
     Share capital 6   157,373,305     45,962,344  
     Reserves     21,727,690     8,148,730  
     Share to be issued 5   141,953     308,594  
     Accumulated other comprehensive income     553,347     5,476  
     Deficit 2   (35,724,195 )   (16,240,495 )
               
Total shareholders' equity     144,072,100     38,184,649  
               
Total liabilities and shareholders' equity     151,636,732     39,475,370  

Note 1 - Nature of operations and going concern 

Note 8 - Subsequent events

They are signed on the Company's behalf by:


 

"Michael Konnert"

"Craig Parry"

 

Director, CEO

Director, Chairman

The accompanying notes are an integral part of these condensed consolidated interim financial statements



VIZSLA SILVER CORP.

(formerly Vizsla Resources Corp.)

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

Expressed in Canadian dollars - unaudited

      Three Months     Three Months     Nine Months     Nine Months  
      Ended     Ended     Ended     Ended  
  Note   January 31, 2022     January 31, 2021     January 31, 2022     January 31, 2021  
General and administrative expenses                          
Amortization   $ 25,778   $ 361   $ 53,202   $ 4,535  
Consulting fees     768,689     588,516     917,429     983,845  
Directors fees 7   110,000     63,603     290,000     142,487  
Exploration investigation     -     54,646     -     83,389  
Foreign exchange (gain)/loss     467,835     (8,385 )   327,040     111,674  
Insurance     17,089     -     17,089     42,102  
Management fees 7   231,493     437,500     612,500     599,167  
Marketing     739,619     743,057     2,555,845     1,871,313  
Office and miscellaneous 7   579,401     274,235     1,358,660     440,250  
Professional fees     206,497     173,707     408,286     380,351  
Share based compensation 6e   2,679,637     354,664     9,976,054     4,312,151  
Transaction costs 2   -     -     1,122,356     -  
Transfer agent and filing     46,966     36,462     213,895     91,827  
Travel and promotion     68,805     14,519     251,559     50,800  
      (5,941,809 )   (2,732,885 )   (18,103,915 )   (9,113,891 )
Other income                          
Interest income     (22,752 )   -     (114,013 )   -  
Net loss   $ (5,919,057 ) $ (2,732,885 ) $ (17,989,902 ) $ (9,113,891 )
                           
Other Comprehensive (Gain) Loss                          
Items that will be reclassified subsequently                          
Translation gain / (loss) on foreign operations     1,112,694     (21,717 )   547,871     (167,062 )
Net loss and comprehensive loss   $ (4,806,363 ) $ (2,754,602 ) $ (17,442,031 ) $ (9,280,953 )
                           
Basic and diluted loss per share   $ (0.04 ) $ (0.03 ) $ (0.13 ) $ (0.11 )
                           
Weighted average number of common shares                          
                           
Basic and diluted     148,151,268     91,165,868     135,046,983     82,597,053  

The accompanying notes are an integral part of these condensed consolidated interim financial statements


VIZSLA SILVER CORP.

(formerly Vizsla Resources Corp.)

Condensed Consolidated Interim Statements of Cash Flows

Expressed in Canadian dollars - unaudited

    Nine months     Nine months  
    ended     ended  
    January 31, 2022     January 31, 2021  
    $     $  
Operating activities            
  Net loss for the period   (17,989,902 )   (9,113,891 )
  Items not affecting cash:            
     Amortization   53,202     4,535  
     Shares issued for services   -     8,275  
     Foreign exchange loss   (640,293 )   (167,063 )
     Share-based compensation   9,976,054     4,312,151  
             
  Changes in non-cash working capital items:            
     Accounts payable and accrued liabilities   6,278,749     140,149  
     Due to/from related parties   (4,838 )   (25,253 )
     Taxes receivable   (9,076,301 )   (1,070,085 )
     Other receivable   (402,626 )   -  
     Prepaid expenses   (1,390,154 )   (36,164 )
             
Net cash flows used in operating activities   (13,196,109 )   (5,947,346 )
             
Investing activities            
Purchase of exploration and evaluation assets   (17,764,259 )   -  
Exploration and evaluation expenditures   (18,304,328 )   (7,161,344 )
Purchase of equipment   (133,359 )   (38,530 )
             
Net cash flows used in investing activities   (36,201,946 )   (7,199,874 )
             
Financing activities            
     Cash proceeds of common shares issued net of issuance costs   68,857,632     34,144,420  
     Issuance of common shares - option exercise   545,930     -  
     Issuance of common shares - warrants exercise   1,837,805     -  
             
Net cash flows provided by financing activities   71,241,367     34,144,420  
             
Effect of foreign exchange   547,871     -  
             
Increase in cash and cash equivalents   21,843,312     20,997,200  
             
Cash and cash equivalents, beginning of period   19,398,272     2,583,910  
             
Cash and cash equivalents, end of period   41,789,455     23,581,110  

Non-cash consideration for property acquisition - Note 5b

The accompanying notes are an integral part of these condensed consolidated interim financial statements


VIZSLA SILVER CORP.

(formerly Vizsla Resources Corp.)

Condensed Consolidated Statements of Changes in Equity

Expressed in Canadian dollars, except for number of shares - unaudited

    Common shares                                
    Number     Amount     Reserves     Share to
be issued
    Other
comprehensive
income (loss)
    Deficit     Total  
          $     $     $     $     $     $  
Balance, April 30, 2020   58,895,348     12,202,496     2,126,899     308,594     -     (5,141,223 )   9,496,766  
Shares issued pursuant to private placement and prospectus   27,035,500     35,072,785     -     -     -     -     35,072,785  
Shares issued pursuant to exercise of warrants and options   5,309,565     1,563,199     -     -     -     -     1,563,199  
Subscription received   -     21,601     -     -     -     -     21,601  
Shares issued for services   5,953     8,275     -     -     -     -     8,275  
Share issuance costs - cash   -     (2,513,165 )   -     -     -     -     (2,513,165 )
Share issuance costs - finders warrants   -     (1,360,087 )   1,360,087     -     -     -     -  
Stock based compensation   -     -     4,312,151     -     -     -     4,312,151  
Net loss and comprehensive loss for the period   -     -     -     -     (167,062 )   (9,113,891 )   (9,280,953 )
                                           
Balance, January 31, 2020   91,246,366     44,995,104     7,799,137     308,594     (167,062 )   (14,255,114 )   38,680,659  
                                           
Shares issued pursuant to exercise of warrants and options   2,793,870     950,850     -     -     -     -     950,850  
Shares issued for services   28,508     33,193     -     -     -     -     33,193  
Share issuance costs - cash   -     (16,803 )   -     -     -     -     (16,803 )
Stock based compensation   -     -     349,593     -     -     -     349,593  
Net loss and comprehensive loss for the period   -     -     -     -     172,538     (1,985,381 )   (1,812,843 )
                                           
Balance, April 30, 2021   94,068,744     45,962,344     8,148,730     308,594     5,476     (16,240,495 )   38,184,649  
                            -              
Shares issued pursuant to private placement and prospectus   29,290,000     71,152,150     2,072,850     -     -     -     73,225,000  
Shares issued pursuant to property acquisition   17,940,574     43,772,501     -     -     -     -     43,772,501  
Shares issued pursuant to exercise of warrants and options   6,989,039     2,383,735     -     -     -     -     2,383,735  
Share issuance costs - cash   -     (4,367,369 )   -     -     -     -     (4,367,369 )
Share issuance costs - finders warrants   -     (1,530,056 )   1,530,056     -     -     -     -  
Stock based compensation   -     -     9,976,054     -     -     -     9,976,054  
Contingent consideration adjustment   -     -     -     (166,641 )   -     -     (166,641 )
Transfer of exploration and evaluation assets pursuant to spin-out   -     -     -     -     -     (1,493,798 )   (1,493,798 )
Net loss and other comprehensive income for the period   -     -     -     -     547,871     (17,989,902 )   (17,442,031 )
                                           
Balance, January 31, 2022   148,288,357     157,373,305     21,727,690     141,953     553,347     (35,724,195 )   144,072,100  

The accompanying notes are an integral part of these condensed consolidated interim financial statements


VIZSLA SILVER CORP.
(formerly Vizsla Resources Corp.)

 

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2022

Expressed in Canadian dollars, except for number of shares - unaudited

1. Nature and Continuance of Operations and Going Concern

The Company was incorporated on September 26, 2017, under the Business Corporations Act (British Columbia) under the name Vizsla Capital Corp. On March 6, 2018, the Company changed its name to Vizsla Resources Corp. The Company's principal business activity is the exploration of mineral properties. The Company currently conducts substantially all of its operations in Canada and Mexico in one business segment. On February 8, 2021, the Company change its name to Vizsla Silver Corp. (the "Company", "Vizsla Silver").  It is trading on the venture exchange under the symbol VZLA.

On January 21, 2022, Vizsla Silver Corp was listed on the NYSE American and commenced trading under the symbol "VZLA".

The head office and principal address of the Company is located at 700- 1090 West Georgia Street, Vancouver, B.C., V6E 3V7.

 The Company has not yet determined whether its properties contain ore reserves that are economically recoverable.  The recoverability of the amounts shown for mineral properties and exploration costs is dependent upon the existence of economically recoverable ore reserves, the ability of the Company to obtain necessary financing to complete the exploration and development of its properties, and upon future profitable production or proceeds from the disposal of properties.

 These condensed consolidated interim financial statements have been prepared using accounting principles applicable to a going concern which assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation.

The recent outbreak of the coronavirus, also known as "COVID-19", has spread across the globe and is impacting worldwide economic activity. Conditions surrounding the coronavirus continue to rapidly evolve and government authorities have implemented emergency measures to mitigate the spread of the virus. The outbreak and the related mitigation measures may have an adverse impact on global economic conditions as well as on the Company's business activities as it can result in operating, supply chain and project development delays that can materially adversely affect the operations of the Company. Operations at the Panuco-Copala property could be further suspended as actions are taken in an effort to combat the spread of COVID-19. If the exploration or development of the Panuco-Copala property is further suspended or delayed, it may have a material adverse impact on Vizsla's results of operations, financial condition and the trading price of its common shares. The extent to which the coronavirus may impact the Company's business activities will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in Canada and other countries to contain and treat the disease. These events are highly uncertain and as such, the Company cannot determine their financial impact at this time.


VIZSLA SILVER CORP.
(formerly Vizsla Resources Corp.)

 

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2022

Expressed in Canadian dollars, except for number of shares - unaudited

2. Plan of Arrangement

On June 20, 2021, the Company announced that at its special meeting of shareholders held on June 15, 2021, all of the resolutions were duly passed, including the special resolution to approve the proposal plan of arrangement (the "Arrangement") pursuant to which Vizsla Silver will spin-out its British Columbia copper exploration assets to Vizsla Copper Corp. ("Vizsla Copper" or "SpinCo"). Also, the Supreme Court of British Columbia approved the Arrangement under the terms of the Business Corporations Act (British Columbia). Common shares of Vizsla Copper (the "SpinCo Shares") will be distributed to shareholders of Vizsla Silver (the "Shareholders") on the basis of one Vizsla Copper share for every three common shares of Vizsla Silver. The Arrangement will not result in any change to a shareholder's ownership of Vizsla Silver. The majority of shareholders (those who hold their shares through their broker) will receive their SpinCo Shares with no further action. Once the Arrangement becomes effective, Shareholders will own shares in both public companies: (i) Vizsla Copper, which will focus on the 100% owned Blueberry copper project located in the Babine porphyry belt of Central British Columbia and the option to acquire a 60% interest in the Carruthers Pass copper property located 200 kilometres north of Smithers, British Columbia, and (ii) Vizsla Silver, which will continue to advance the Panuco Copala silver-gold project in Mexico.

The Arrangement was completed on September 20, 2021, and the Company injected $1,122,356 million working capital to Vizsla Copper as a transaction cost for the Arrangement. The shares of Vizsla Copper commenced trading on the TSX Venture Exchange ("TSXV") on September 21, 2021, under the symbol - VCU.

On September 20, 2021, the Company transferred its 100% interest in the Blueberry Property and Carruthers Pass Property and completed the Arrangement to spin out the shares of Vizsla Copper to the shareholders of Vizsla Silver. Pursuant to the Arrangement, holders of common shares of Vizsla Silver on September 19, 2021, received one new common share of Vizsla Silver and 0.3333 of a Vizsla Copper share for each common share held.

Under the terms of the Arrangement, each issued and outstanding Vizsla Silver option has been adjusted for the assets spun-out. The exercise prices of the Vizsla Silver replacement stock options were adjusted based on the proportional market value of the two companies after completion of the Arrangement. See Note 6d.

Under the terms of the Arrangement, each issued and outstanding Vizsla Silver warrant has been adjusted for the assets spun-out such that for each of the warrant exercised, the holder is entitled to receive one New Vizsla Share for each Vizsla Share that was issuable upon due exercise of the Vizsla Warrant and one-third of Vizsla Copper share immediately prior to September 20, 2021.

Under International Financial Reporting Standards, the Arrangement is considered to be a transaction between parties under common control and accordingly the value of the assets has been recorded for accounting purposes at its historical carrying cost of $1,493,798. Vizsla Copper had no assets, liabilities, profit or loss, or cash flow prior to the Arrangement. As such, the Company has not disclosed separately the impact of the discontinued operations of Vizsla Copper in these condensed consolidated interim financial statements.


VIZSLA SILVER CORP.
(formerly Vizsla Resources Corp.)

 

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2022

Expressed in Canadian dollars, except for number of shares - unaudited

3. Significant Accounting Policies and Basis of Presentation

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB"). Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") have been omitted or condensed, and therefore these condensed consolidated interim financial statements should be read in conjunction with the Company's April 30, 2021, audited annual consolidated financial statements and the notes to such financial statements.

These condensed consolidated interim financial statements are based on the IFRS issued and effective as of March 11, 2022, the date these condensed consolidated interim financial statements were authorized for issuance by the Company's Board of Directors, and follow the same accounting policies and methods of computation as the most recent annual consolidated financial statements, except for the impact of the changes in accounting policies disclosed below:

a) Basis of consolidation

The principal subsidiaries of the Company, which are accounted for under the consolidation method, are as follows:

Entity

Principal activities

Country of
incorporation
and operation

Ownership
interest
as at January
31, 2022

Ownership
interest as
at April 30,
2021

Vizsla Copper Corp. (formerly Northbase Resources Inc.)

Exploring evaluating mineral properties

Canada

0%

100%

Canam Alpine Ventures Ltd.

Holding Co

Canada

100%

100%

Minera Canam S.A. DE C.V.

Exploring evaluating mineral properties

Mexico

100%

100%

Operaciones Canam Alpine
S.A. DE C.V.

Exploring evaluating mineral properties

Mexico

100%

100%

Vizsla Royalty Corp. (formerly Vizsla Copper Corp. and 1283303 B.C. Ltd.)

Exploring evaluating mineral properties

Canada

100%

100%

Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. All significant intercompany transactions and balances have been eliminated.

b) Reclassification

Certain comparative numbers have been reclassified to reflect the current year presentation.

c) Accounting standards issued but not yet adopted

The new standards or amendments issued but not yet effective are either not applicable or not expected to have a significant impact on the Company's condensed consolidated interim financial statements.


VIZSLA SILVER CORP.
(formerly Vizsla Resources Corp.)

 

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2022

Expressed in Canadian dollars, except for number of shares - unaudited

4. Property, Plant and Equipment

    Computer
equipment
    Office
equipment
    Mining
equipment
    Office
improvements
    Total  
Cost                              
Balance - April 30, 2021 $ 14,463   $ 3,526   $ 66,830   $ 37,404   $ 122,223  
          Additions   17,962     31,757     61,869     21,771     133,359  
          Effect of change in exchange rate   (426 )   (63 )   (2,211 )   (1,768 )   (4,468 )
Balance - January 31, 2022 $ 32,000   $ 35,220   $ 126,488   $ 57,407   $ 251,115  
                               
Accumulated depreciation                              
Balance - April 30, 2021 $ 5,338   $ 730   $ 14,818   $ -   $ 20,886  
          Depreciation   6,893     4,264     25,629     16,416     53,202  
          Effect of change in exchange rate   (3,010 )   (0 )   (1,608 )   (1 )   (4,620 )
Balance - January 31, 2022 $ 9,221   $ 4,994   $ 38,839   $ 16,415   $ 69,468  
                               
Carrying amounts                              
As at April 30, 2021 $ 9,125   $ 2,796   $ 52,012   $ 37,404   $ 101,337  
As at January 31, 2022 $ 22,779   $ 30,227   $ 87,649   $ 40,992   $ 181,646  

5. Exploration and Evaluation Assets

Exploration and evaluation assets are summarized in the table below:

    January 31,     April 30,  
    2022     2021  
Northbase Resources Inc. - Blueberry Property (a) $ -   $ 1,457,886  
Canam Alpine Ventures Ltd. - Panuco-Copala property (b)   97,329,057     17,030,882  
Vizsla Copper Corp. - Carruthers Pass property (c)   -     20,000  
  $ 97,329,057   $ 18,508,768  

a) Northbase Resources Inc. - Blueberry Property

On January 16, 2019, pursuant to a definitive share exchange agreement dated December 17, 2018, the Company acquired all of the issued and outstanding common shares of Northbase Resources Inc. ("Northbase") a private British Columbia company which controls a district-scale (20,265 hectare) land package known as the Blueberry Property in the Babine porphyry copper district in central British Columbia. Under the terms of the acquisition, the holders of Northbase shares received one common share of the Company in exchange for each Northbase share held.  NorthBase Resources Inc.'s name was changed to Vizsla Copper Corp. on April 23, 2021.

On September 20, 2021, the Company completed the Arrangement and transferred its 100% interest of the copper resource at the Blueberry Property to Vizsla Copper (note 2).


VIZSLA SILVER CORP.
(formerly Vizsla Resources Corp.)

 

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2022

Expressed in Canadian dollars, except for number of shares - unaudited

5. Exploration and Evaluation Assets (continued)

a) Northbase Resources Inc. - Blueberry Property (continued)

Cost related to the properties can be summarized as follows:

    Balance     Transfer to Vizsla     Balance  
    April 30, 2021     Copper     January 31, 2022  
Acquisition costs                  
      Shares $ 1,357,467   $ (1,357,467 ) $ -  
    1,357,467     (1,357,467 )   -  
Exploration costs                  
      Analysis   15,365     (15,365 )   -  
      Equipment   13,800     (13,800 )   -  
      Geophysical consulting   45,499     (45,499 )   -  
      Project management   6,130     (6,130 )   -  
      Travel, supplies and field expenses   19,625     (19,625 )   -  
      Subtotal   100,419     (100,419 )   -  
Balance $ 1,457,886   $ (1,457,886 ) $ -  

b) Canam Alpine Ventures Ltd. - Panuco-Copala Property

On November 5, 2019, pursuant to a definitive share exchange agreement (the "Agreement") dated September 13, 2019, the Company acquired all of the issued and outstanding common shares of Canam Alpine Ventures Ltd.("Canam"), a private British Columbia company. Canam owns two subsidiaries in Mexico, Minera Canam S.A. DE C.V. and Operaciones Canam Alpine S.A. DE C.V. According to the Agreement, the Company agreed to pay the consideration of $45,000 cash and issue 6,000,000 common shares (issued) and 12,000,000 Milestone Shares on the occurrence of milestone events as follows:

- Milestone event 1:  Upon exercise of any defined options by Canam, the Company will issue 6,500,000 common shares (issued);

- Milestone event 2:   Upon definition of a resource greater than 200,000 gold equivalent ounces, the Company will issue 5,500,000 common shares.

In addition, the Company issued 250,000 common shares at the closing of the transaction and agreed to issue an additional 250,000 common shares on each occurrence of Milestone event 1 and 2 for a total of 750,000 common shares as finders' fees. As of January 31, 2022, the second milestone has not occurred and the 250,000 common shares for Milestone event 1 has been issued at a fair value of $607,500.

On August 8, 2019, Canam entered into an option agreement with Minera Rio Panuco S.A. de C.V. ("Panuco") whereby the Company can earn a 100% interest in certain concessions and assets by spending USD$2,000,000 in exploration by the second anniversary date of the agreement and paying a cumulative of USD$23,000,000. The option agreement was amended on May 6, 2020, to restructure the schedule of Canam's payment and investment obligations for an additional one year and the Company paid USD$80,000 for the extension.


VIZSLA SILVER CORP.
(formerly Vizsla Resources Corp.)

 

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2022

Expressed in Canadian dollars, except for number of shares - unaudited

5. Exploration and Evaluation Assets (continued)

b)  Canam Alpine Ventures Ltd. - Panuco-Copala Property (continued)

Panuco - Copala Property

On September 9, 2019, Canam entered into an option agreement with Silverstone Resources S.A. de C.V. ("Copala") whereby the Company can earn a 100% interest in certain concessions and assets by spending USD$1,423,000 in exploration by the second anniversary date of the agreement and paying a cumulative of USD$20,000,000. Certain claims of Copala are subject to a 3.0% net smelter royalty ("NSR") which can be bought down to 1.5% for 10% interest or property right on the mining  concessions. On July 21, 2021, the Company signed a binding amending agreement (the "Panuco Amending Agreement") with Panuco and has executed a binding option exercise notice ("Copala Exercise Notice") with Copala, which together will constitute the acceleration and exercise of the Company's option to acquire 100% of the Panuco-Copala silver gold district ("Panuco District" or the "Project").

Under the Amending Agreement, Vizsla and Panuco have agreed to amend the terms of the original Panuco option agreement in order to accelerate the Company's exercise of its option on the Panuco property (the "Panuco Property"). Upon closing of the transactions contemplated by the Panuco Amending Agreement, Vizsla will acquire a 100% ownership interest in the Panuco Property (comprising 43 mining concessions with a combined surface area of 3,839 Ha) and the "El Coco" mill (the "Mill") in consideration for:

  • A cash payment of US$4,250,000 (paid) to Panuco upon signing of the Amending Agreement;
  • The issuance to Panuco of 6,245,902 common shares of Vizsla priced at C$2.44 per share (for a total value of US$12,000,000) upon the completion of the transfer of the Panuco Property on or before August 10, 2021 (issued, Note 6(b)); and
  • A cash payment of US$6,100,000 on or before February 1, 2022, following the refurbishment and transfer of ownership of the mill which is to occur on or before January 31, 2022 (US$250,000 was paid on August 19, 2021; US$850,000 paid subsequently on February 1, 2022, for the mineral claims around the Coco mill, see Note 8).  US$5,000,000 is outstanding on this payment subject to receipt of the mill in good standing.

The mineral concessions comprising the Panuco Property include the Napoleon vein corridor, which has seen the majority of Vizsla's exploration and are unencumbered by royalties.

Under the Copala Exercise Notice, Vizsla and Copala have agreed to amend the terms of the original Copala option agreement in order to accelerate the Company's exercise of its option on the Copala property (the "Copala Property"). A definitive agreement was signed on July 20, 2021 (the "Copala Amending Agreement" and, together with the Panuco Amending Agreement, the "Amending Agreements"). Upon closing of the transactions contemplated by the Copala Amending Agreement, Vizsla will acquire a 100% ownership interest in the Copala Property (comprising 64 mining concessions with a combined surface area of 5,547 Ha) in consideration for:

  • A cash payment of US$9,500,000 payable to Copala upon the completion of the transfer of the Copala Property on or before August 3, 2021 (paid); and
  • The issuance to Copala of 4,944,672 common shares of Vizsla priced at C$2.44 per share upon the completion of the transfer of the Copala Property (issued, Note 6(b)).

VIZSLA SILVER CORP.
(formerly Vizsla Resources Corp.)

 

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2022

Expressed in Canadian dollars, except for number of shares - unaudited

5. Exploration and Evaluation Assets (continued)

b) Canam Alpine Ventures Ltd. - Panuco-Copala Property (continued)

Costs related to the properties can be summarized as follows:

    Balance
April 30, 2021
    Additions     Balance
January 31, 2022
 
Acquisition costs                  
     Cash $ 1,012,761   $ 17,764,259   $ 18,777,020  
     Contingent consideration   308,595     (166,641 )   141,954  
     Effective settlement of loans receivables   1,064,647     -     1,064,647  
     Shares   1,896,987     43,772,500     45,669,487  
     Transaction cost   125,190     -     125,190  
     Subtotal $ 4,408,180   $ 61,370,118   $ 65,778,298  

    Balance
April 30, 2021
    Additions     Balance
January 31, 2022
 
Exploration costs                  
     Analysis $ 1,366,574   $ 1,876,595   $ 3,243,169  
     Depreciation   3,563     9,842     13,405  
     Drilling   5,971,422     10,342,550     16,313,972  
     Ejido Rights   80,901     237,924     318,825  
     Engineering consulting   -     368,561     368,561  
     Equipment   382,265     704,306     1,086,571  
     Field Cost   2,092,112     2,884,389     4,976,501  
     Geological Consulting   1,641,356     1,077,527     2,718,883  
     Maintenance   315,435     57,646     373,081  
     Rent of land   86,099     90,359     176,458  
     Travel and miscellaneous   774,751     638,717     1,413,468  
     Subtotal $ 12,622,202   $ 18,928,557   $ 31,550,759  
Total $ 17,030,382   $ 80,298,675   $ 97,329,057  


VIZSLA SILVER CORP.
(formerly Vizsla Resources Corp.)

 

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2022

Expressed in Canadian dollars, except for number of shares - unaudited

5. Exploration and Evaluation Assets (continued)

c) Carruthers Pass Property, British Columbia

On March 15, 2021, the Company announced entering into an option agreement with Cariboo Rose Resources to earn a 60% interest in the Carruthers Pass copper property. To earn 60% interest the Company has to make $400,000 of stage payments, issue $250,000 worth common shares and incur $3,000,000 worth exploration expenses on the property over period of five years.

The Company paid $20,000 as option payment during the year ended April 30, 2021. Following is a summary of the terms of exercising the option:

Milestone   Work
Commitment
    Option
Payment
    Share
Issuance
 
On signing (paid) $ -   $ 20,000   $ -  
12-month anniversary of signing   100,000     20,000     10,000  
24-month anniversary of signing   300,000     40,000     35,000  
36-month anniversary of signing   600,000     75,000     40,000  
48-month anniversary of signing   1,000,000     110,000     75,000  
60-month anniversary of signing   1,000,000     135,000     90,000  
Total $ 3,000,000   $ 400,000   $ 250,000  

On September 20, 2021, the Company completed the Arrangement and transferred its 100% interest of the copper resource at the Carruthers Pass Property to Vizsla Copper (note 2).

Costs related to the property can be summarized as follows:

    Balance
April 30, 2021
    Additions     Transfer to Vizsla
Copper
    Balance
January 31, 2022
 
                         
Acquisition costs                        
Cash $ 20,000   $ -   $ (20,000 ) $ -  
                         
Exploration costs                        
Geophysical consulting   -     15,912     (15,912 )   -  
                         
Balance $ 20,000   $ 15,912   $ (35,912 ) $ -  


VIZSLA SILVER CORP.
(formerly Vizsla Resources Corp.)

 

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2022

Expressed in Canadian dollars, except for number of shares - unaudited

6. Share Capital

a) Authorized: 

Unlimited number of common shares with no par value.

b) Issued and Outstanding

As at January 31, 2022, 148,288,357 (April 30, 2021: 94,068,744) common shares with no par value were issued and outstanding.

During the nine months ended January 31, 2022, the Company issued common shares of the Company (the "Shares") as follow:

On June 3, 2021, the Company announced closing of the bought deal prospectus offering of 27,600,000 units of the Company (the "Units") at a price of C$2.50 per Unit for aggregate gross proceeds of C$69,000,000, which includes the exercise in full of the underwriter's over-allotment option for 3,600,000 Units (the "Public Offering"). Each Unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant entitles the holder to acquire one common share of the Company until December 3, 2022, at a price of C$3.25.

In consideration for the services provided by the Underwriters in connection with the Public Offering, on closing the Company paid to the Underwriter a cash commission equal to 6% of the gross proceeds raised under the Public Offering, other than in respect of sales of the Public Offering to the Company's president's list (the "President's List") for which the Company paid a cash commission equal to 3%. As further consideration for the services provided by the Underwriters in connection with the Public Offering, on closing the Company issued broker warrants to the Underwriters, exercisable at any time on or before December 3, 2022, to acquire that number of common shares of the Company which is equal to 6% of the number of Units sold under the Public Offering (3% in respect of the President's List) at an exercise price of C$2.50. The Company paid $4,080,031 and allocated fair value of $1,459,487 for the broker warrants.


On June 21, 2021, the Company announced completion of a non-brokered private placement (the "Private Placement") previously announced on June 3, 2021. The Company issued a total of 1,690,000 units (the "Units") at a price of C$2.50 per unit for gross proceeds of C$4,225,000. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Private Placement Warrant"). Each Private Placement Warrant entitles the holder to acquire one common share of the Company for 18 months from the closing of the Private Placement at a price of C$3.25. The Company paid cash finder's fees equal to 6% of the gross proceeds and issued broker warrants of the Company, exercisable at any time on or before December 18, 2022, to acquire that number of common shares in the capital of the Company which is equal to 6% of the number of Units sold under the Private Placement at an exercise price of C$2.50. The Company paid $287,338 and allocated fair value of $70,569 for the broker warrants.

On September 7, 2021, 6,245,902 common shares were issued to acquire the Panuco and 4,944,672 common shares were issued and US$9,500,000 were paid to acquire Copala. The Company issued John Mirko bonus shares of 6,500,000 and finder's fee of 250,000 per milestone event 1 of the Canam agreement (Note 5(b)).

During the period ended January 31, 2022, 5,718,011 warrants were exercised for proceeds of $1,837,805, and 1,271,028 options were exercised for proceeds of $545,930.


VIZSLA SILVER CORP.
(formerly Vizsla Resources Corp.)

 

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2022

Expressed in Canadian dollars, except for number of shares - unaudited

6. Share Capital (continued)

c) Escrow shares

As at January 31, 2022, the Company has Nil common shares held in escrow (April 30, 2021: 2,032,500).

d) Warrants

As at January 31, 2022, the Company has 33,262,350 warrants exercisable. 

The following is a summary of warrant transactions for the nine months ended January 31, 2022, and year ended April 30, 2021:

    January 31, 2022     April 30, 2021  
    Number of
warrants
    Weighted
average
exercise price
$
    Number of
warrants
    Weighted
average
exercise price
$
 
                         
Warrants outstanding, beginning of the period   22,757,961     1.86     11,040,617     0.20  
Issued   16,222,400     3.06     17,890,732     2.30  
Exercised   (5,718,011 )   0.32     (6,173,388 )   0.29  
Warrants outstanding, end of the period   33,262,350     2.66     22,757,961     1.86  

The following warrants were outstanding and exercisable January 31, 2022:

Expiry date

*Exercise price

Number of
warrants
outstanding and
exercisable

30-Jul-22

1.87

886,682

30-Jul-22

2.40

240,000

30-Jul-22

2.40

16,019,860

03-Dec-22

3.25

13,800,000

03-Dec-22

2.50

1,369,408

18-Dec-22

3.25

845,000

18-Dec-22

3.25

101,400

 

 

33,262,350

*According to the Arrangement with Vizsla Copper on September 20, 2021, each Vizsla Silver Warrants was exchanged for one Vizsla Silver Replacement Warrant with the exercise price being adjusted accordingly.

Vizsla Silver is liable to issue shares pursuant to the Arrangement, whereby a holder exercises a Vizsla Silver warrant will be entitled to receive one new Vizsla Silver common share and 0.3333 of a Vizsla Copper common share. The exercise price of the Vizsla Silver warrants will remain the same; however, Vizsla Silver will need to compensate Vizsla Copper for each Vizsla Copper common share that is issued upon exercise of a Vizsla Silver warrant.


VIZSLA SILVER CORP.
(formerly Vizsla Resources Corp.)

 

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2022

Expressed in Canadian dollars, except for number of shares - unaudited

6. Share Capital (continued)

d) Warrants (continued)

The fair value of the warrants granted was calculated as of the grant date using the Black-Scholes option pricing model with the following assumptions:

Risk Free Interest Rate

0.43%

Expected Dividend Yield

-

Expected Volatility

100%- 103.90%

Expected Term in Years

1.5 years

During the nine months ended January 31, 2022, the Company recorded fair value of $1,530,056 (April 30, 2021 - $1,360,087) against reserves.

e) Options

The Company has adopted a Stock Option Plan (the "Plan") pursuant to which options may be granted to directors, officers and consultants of the Company. Under the terms of the Plan, the Company can issue a maximum of 10% of the issued and outstanding common shares at the time of the grant, a maximum term of 10 years and the exercise price of each option is determined by the directors but may not be less than the closing market price of the Common Shares on the day preceding the date of granting of the option less any available discount, in accordance with TSXV Policies. No option may be granted for a term longer than ten years. Options granted under the Plan including vesting and the term, are determined by, and at the discretion of, the Board of Directors.

The continuity of stock options for the nine months ended January 31, 2022, and year ended April 30, 2021, is as follows:

    January 31, 2022     April 30, 2021  
    Number of
options
    Weighted
average
exercise price
$
    Number of
options
    Weighted
average
exercise price
$
 
Options outstanding, beginning of the period   9,090,000     1.07     5,343,000     0.35  
Issued   6,674,000     2.24     5,838,000     1.51  
Cancelled   -     -     (155,000 )   1.67  
Exercised   (1,271,028 )   0.41     (1,936,000 )   0.39  
Options outstanding, end of the period   14,492,972     1.63     9,090,000     1.07  
Options exercisable, end of the period   9,415,861     1.41     6,509,000     1.00  


VIZSLA SILVER CORP.
(formerly Vizsla Resources Corp.)

 

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2022

Expressed in Canadian dollars, except for number of shares - unaudited

6.  Share Capital (continued)

e)  Options (continued)

The following options were outstanding and exercisable as January 31, 2022:

Expiry date   Exercise price     *Adjusted
exercise price
    Number of
Options
outstanding
    Number of
Options
exercisable
 
27-Feb-29   0.15     0.14     980,000     980,000  
13-Jun-24   0.17     0.16     450,000     450,000  
24-Dec-24   0.69     0.66     975,000     975,000  
07-Jan-25   0.72     0.69     75,000     75,000  
29-Jun-25   0.79     0.76     1,256,250     1,246,250  
01-Oct-25   1.46     0.76     125,000     50,000  
01-Dec-25   1.46     0.76     100,000     50,000  
17-Feb-26   1.50     0.76     2,132,722     1,066,361  
12-Jan-26   1.71     1.64     60,000     60,000  
27-Aug-25   1.76     1.44     75,000     75,000  
06-Aug-25   2.15     1.44     1,590,000     1,590,000  
22-Jun-26   2.31     2.22     4,150,000     2,075,000  
12-Jul-26   2.44     2.34     220,000     110,000  
27-Jul-26   2.44     2.34     139,000     69,500  
24-Sep-26   2.25     2.25     2,165,000     543,750  
                14,492,972     9,415,861  

*According to the Arrangement with Vizsla Copper on September 20, 2021, each Vizsla Silver Option was exchanged for one Vizsla Silver Replacement Option with the exercise price being adjusted accordingly. The change in the fair value of the options upon replacement was in the amount of $42,126.

The fair value of the options granted was calculated using the Black-Scholes option pricing model with the following assumptions:

Risk Free Interest Rate

0.79%-0.85%

Expected Dividend Yield

-

Expected Volatility

100% - 103.90%

Expected Term in Years

5 years

The Company recorded total fair value of $9,976,054 as share-based compensation for the nine months ended January 31, 2022 (January 31, 2021 - $4,312,151).


VIZSLA SILVER CORP.
(formerly Vizsla Resources Corp.)

 

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2022

Expressed in Canadian dollars, except for number of shares - unaudited

7. Related Party Transactions

During the nine months ended January 31, 2022, and 2021, the Company has the following related party transactions:

(a) The Company has incurred $1,794,878 (2021: $1,034,367) in salary and consulting fees to the Company's officers and companies owned by the Company's officers as compensation.

(b) The Company has incurred $290,000 (2021: $142,487) in director fees to the Company's directors.

(c) The Company has paid $463,041 (2021: $225,000) to a company with common directors and officers for rent expenses and administration expenses.

(d) The Company has granted 11,167,222 (2021: 2,560,000) stock options in total to officers and directors of the Company (Note 5e).

(e) As of January 31, 2022, $26,188 was receivable from a company with common directors and officers of the Company and $21,875 was payable to a company of an officer of the Company. As of April 30, 2021, $526 was payable to directors and officers of the Company. 

These transactions are in the normal course of operations and have been valued in these condensed consolidated interim financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

8. Subsequent Events

Subsequent to January 31, 2022, 300,000 options were granted at an exercise price of $2.45 to a director and an employee.

Subsequent to January 31, 2022, US$850,000 was paid to Silverstone Resources S.A. de C.V. on February 1, 2022, for the mineral claims around the Coco mill (Note 5(b)).