VIZSLA SILVER ANNOUNCES PROPOSED OFFERING OF US$250 MILLION OF CONVERTIBLE SENIOR NOTES

Core Viewpoint - Vizsla Silver Corp. plans to offer convertible senior unsecured notes totaling US$250 million, with an option for an additional US$50 million, to fund exploration and development of the Panuco Project and for general corporate purposes [1][2]. Group 1: Offering Details - The offering consists of convertible senior unsecured notes due January 15, 2031, with an interest rate payable semi-annually starting July 15, 2026 [3]. - The notes can be converted into common shares, cash, or a combination of both at the company's discretion, with specific conversion conditions prior to October 15, 2030 [3][4]. - The interest rate and initial conversion rate will be determined based on market conditions at the time of pricing [4]. Group 2: Use of Proceeds - Net proceeds from the offering will support the exploration and development of the Panuco Project, potential acquisitions, and general corporate purposes [2][7]. - A portion of the proceeds will be allocated to purchase capped call transactions to mitigate economic dilution upon conversion of the notes [5][7]. Group 3: Capped Call Transactions - The company plans to enter into cash-settled capped call transactions to cover the number of shares underlying the notes, which will help offset potential dilution [5][6]. - The capped call counterparties may engage in derivative transactions that could influence the market price of the shares or notes [6][8]. Group 4: Regulatory and Compliance - The offering is subject to necessary approvals from the Toronto Stock Exchange and NYSE American, with no assurance on the completion terms [9]. - The notes and shares will not be registered under the U.S. Securities Act and will only be offered to qualified institutional buyers [10].