- Opportunistic capital raising with proceeds used to support the exploration and development of the Panuco project, potential future acquisitions and general corporate purposes
- A portion of the proceeds will be used to purchase cash-settled, limited calls intended to offset economic dilution
Vizsla Silver Corp. (TSX: VZLA) (NYSE: VZLA) (Frankfurt: 0G3) (“Vizsla Silver” or the “Company”) announces that it has priced its previously announced offering of convertible senior unsecured notes due 2031 (the “Notes”) for an aggregate principal amount of US$250 million (the “Offering”). The Offering is expected to close, subject to customary closing conditions, on or about November 24, 2025. The Company has granted the initial purchasers of the Notes an option for a period of 13 days, commencing on and including the date the Notes are first issued, to purchase up to an additional aggregate principal amount of US$50 million of Notes.
The notes
The Notes will bear cash interest semi-annually at the rate of 5.00% per annum. The initial conversion price for the Notes will be 171.3062 common shares of the Company (“Shares”) per $1,000 principal amount of Notes, equal to an initial conversion price of approx US$5.84 per share. The initial conversion price represents a premium of approximately 25% above US$4.67 last reported sales price of the stock on the NYSE American on November 19, 2025. The exchange rate may be adjusted for certain events. The Notes will be convertible into Shares, cash or a combination of Shares and cash at the Company’s option.
The Company will have the right to redeem the Notes in certain circumstances, and holders will have the right to require the Company to redeem their Notes upon the occurrence of certain events.
The Company estimates that the net proceeds from the Offering will be approximately $239.4 million (or approx $285.9 million if the initial purchasers fully exercise their option to purchase additional Notes), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds from the Offering to support the exploration and development of the Panuco Project, potential future acquisitions, and for general corporate purposes. In addition, the Company intends to price the purchase price for the capped call transactions at approximately $39.6 million with a portion of the net proceeds from the Offering or from existing cash. If the initial purchasers exercise their option to purchase additional Notes, the Company expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions with the capped call counterparties and the remaining net proceeds for general corporate purposes.
Limited call transactions
In connection with the pricing of the Notes, the Company has entered into privately negotiated, cash-settled capped call transactions with an affiliate of one of the initial purchasers of the Notes and certain other financial institutions (the “capped call counterparties”). The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of Shares that will initially underlie the Notes. The cap price of the capped call transactions is initial $10.5075 per Share, which represents a premium of 125% above the last reported sales price of the Shares on the NYSE American on November 19, 2025and is subject to certain adjustments under the terms of the capped call transactions.
The capped call transactions are generally expected to offset (through the payment of cash to the Company) potential economic dilution upon conversion of the Notes and/or to offset any cash payments that the Company may be required to make in excess of the principal amount of the converted Notes upon conversion thereof, as the case may be, with such offset and/or offset subject to a cap.
In connection with establishing their initial hedges of the capped call transactions, the Company expects that the capped call counterparties or their respective affiliates will enter into various derivative transactions with respect to the Shares and/or purchase Shares concurrently with or shortly after the pricing of the Notes, including with or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the extent of any decline in) the market price of the Shares or the Notes at that time.
In addition, the capped call counterparties or their respective affiliates may modify their hedge positions by entering into or settling various derivatives relating to the Shares and/or purchasing or selling the Shares or other securities of the Company in secondary market transactions after the pricing of the Notes and prior to the maturity date of the Notes (and are likely to do so during the 45 trading day period beginning on the 46th day).e scheduled trading day prior to the maturity date of the Notes and, to the extent the Company exercises the relevant election under the capped call transactions, after any previous conversion, redemption or repurchase of the Notes). This activity could also cause or avoid an increase or decrease in the market price of the Shares or the Notes, which could affect a noteholder’s ability to convert the Notes and, to the extent the activity occurs during an observation period related to a conversion of the Notes, could affect the number of Shares and the value of the consideration that noteholders will receive upon conversion of the Notes.
The Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange and the NYSE American.
The Notes and the Shares issuable upon conversion thereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), registered under the securities laws of any state, or qualified by a prospectus in any province or territory of the United States. Canada. The Notes and Shares may not be offered or sold the United States in the absence of registration under the Securities Act or an applicable exemption from registration under the Securities Act. The Notes will be offered only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act). Offers and sales inside Canada will only occur pursuant to exemptions from the prospectus requirements of applicable Canadian provincial and territorial securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or the solicitation of an offer to buy or sell the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Qualified person
In accordance with NI 43-101 – Mineral Project Disclosure Standards, Jesus VeladorPh.D. MMSA QP., Vice President of Exploration, is the qualified person for the company and has reviewed and approved the technical and scientific contents of this press release.
About Vizsla Silver
Vizsla Silver is a Canadian mineral exploration and development company headquartered in Vancouver, B.Cfocused on advancing its 100% owned flagship Panuco silver-gold project located in Sinaloa, Mexico. Vizsla Silver aims to position itself as a leading silver company by implementing a two-pronged development approach Panucothereby promoting mine development while continuing exploration at the district level through low-cost resources.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements include statements about expected future events and expectations that are not historical facts, such as statements regarding the estimated net proceeds from the Offering, the expected use of such net proceeds (including the capped call transactions) and expectations regarding the closing of the Offering (including the capped call transactions). All statements, other than statements of historical fact, are statements that may be deemed forward-looking statements.
In addition, forward-looking statements are generally identified by words such as ‘plan’, ‘believe’, ‘goal’, ‘aim’, ‘aim’, ‘expect’, ‘anticipate’, ‘intend’, ‘outlook’, ‘estimate’, ‘predict’, ‘project’, ‘continue’, ‘could’, ‘could’, ‘could’, ‘possible’, ‘potential’, ‘predict’, ‘would’, ‘would’, ‘will’ and other similar words and expressions, although the absence of these words or expressions does. does not mean that a statement is not forward-looking. Forward-looking statements are based on the current expectations and beliefs of the Company’s management and are inherently subject to a number of factors, risks, uncertainties and assumptions and their potential effects. There can be no assurance that future developments will be as expected. Actual results may differ materially from those expressed or implied by forward-looking statements based on a number of factors, risks, uncertainties and assumptions, including, among others, the risk that the Company may not be able to complete the proposed Offering or capped call transactions on satisfactory terms or at all, and other risks described in the Company’s filings with the Securities and Exchange Commission, including under the heading “Risk Factors” in those documents, and other risks that may identify the company from time to time. Forward-looking statements contained herein are made only as of the date hereof, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or otherwise, except as expressly required by applicable law.
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SOURCE Vizsla Silver Corp.
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