Mr. Clive Massey reports

UNIVERSAL COPPER MAILS MEETING MATERIALS TO APPROVE ACQUISITION BY VIZSLA COPPER

Further to its news release dated Feb. 14, 2024, Universal Copper Ltd. has mailed its management information circular and related proxy materials to shareholders of the company and holders of options in connection with the special meeting of securityholders to be held at 10:30 a.m. Vancouver time on April 10, 2024.

The meeting and voting requirements

At the meeting, securityholders will be asked to approve, among other things, the company's previously announced transaction with Vizsla Copper Corp. whereby Vizsla Copper is proposing to acquire all of the issued and outstanding common shares of the company by way of a statutory plan of arrangement. The arrangement will require approval by (i) at least two-thirds (66-2/3rds per cent) of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the meeting; (ii) at least two-thirds (66-2/3rds per cent) of the votes cast by securityholders, present in person or represented by proxy and entitled to vote at the meeting, voting together as a single class; and (iii) a majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the meeting, excluding shares held by interested parties as defined in Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).

The consideration

The arrangement is being proposed under, and is subject to the terms and conditions of, a definitive arrangement agreement between the company and Vizsla Copper. Assuming the arrangement becomes effective, Vizsla Copper will issue 0.23 common share in the capital of Vizsla Copper to shareholders in exchange for each share held. Additionally, the company's outstanding stock options will be exchanged for options of Vizsla Copper and the company's outstanding warrants will become exercisable to acquire Vizsla Copper shares, in amounts and at exercise prices adjusted in accordance with the exchange ratio.

Meeting materials

The company has obtained an interim order of the Supreme Court of British Columbia to authorize the meeting process in connection with the arrangement. The circular contains, among other things, details concerning the arrangement, the background to and reasons for the board of directors of the company, including the special committee of the UNV board, giving a favourable recommendation of the arrangement, the requirements for the arrangement to become effective, the rights of shareholders to dissent to the resolution approving the arrangement, and the procedures for voting at the meeting and other related matters.

Securityholders are urged to carefully review the circular and accompanying materials, which includes a copy of the plan of arrangement, as they contain important information regarding the arrangement and its consequences to securityholders. A copy of the circular and related proxy materials is available under the company's profile on SEDAR+.

Board recommendation and support

The UNV board, after receiving the unanimous recommendation of the special committee created to consider matters relating to the arrangement, has unanimously determined that the arrangement is fair to shareholders and is in the best interests of the company. Accordingly, the board (with an interested director abstaining) approved the arrangement and recommends that securityholders vote in favour of the arrangement. In making its recommendation, the board considered a number of factors, including the recommendation of the special committee following its receipt of a fairness opinion from Evans & Evans Inc. which determined that the consideration offered to shareholders pursuant to the arrangement is fair, from a financial point of view, to shareholders.

Directors and officers of the company and certain significant shareholders (who hold in the aggregate approximately 21.1 per cent of the issued and outstanding shares on a non-diluted basis) have entered into support agreements with Vizsla Copper pursuant to which they have agreed, among other things, to support the transaction and vote in favour of the arrangement.

Timing

The closing of the arrangement is subject to the approval of the securityholders, the court, regulatory and stock exchange approvals, and the satisfaction or waiver of certain other customary closing conditions for a transaction such as the arrangement. Assuming all conditions are satisfied, the company expects that the closing of the arrangement will be completed in April, 2024.

Your vote is important

As a securityholder, it is important that you carefully read the circular and then vote your shares and options. You are eligible to vote your shares and options if you are a holder of record on Feb. 23, 2024. Securityholders should carefully follow the voting instructions provided in the meeting materials.

Finder's fee

In connection with the arrangement, the company entered into a finder's fee agreement with S2K Capital Corp. As compensation for the finder's introduction of the company to Vizsla Copper, the company will issue to the finder 2,173,913 shares which, upon closing of the arrangement and in accordance with the exchange ratio, will be exchanged for 500,000 Vizsla Copper shares. The finder is an arm's-length party from the company. The finder's fee is subject to approval of the TSX Venture Exchange.

About Vizsla Copper Corp.

Vizsla Copper is a copper-gold-molybdenum (Cu-Au-Mo) focused mineral exploration and development company headquartered in Vancouver, Canada. Vizsla Copper is primarily focused on its flagship Woodjam project, located within the prolific Quesnel terrane, 55 kilometres east of the community of Williams Lake, B.C.

About Universal Copper Ltd.

Universal Copper is a Canadian-based copper exploration company focused on the acquisition and exploration of copper properties. The company's management team has many years of experience in exploration, finance and efficient public company management. Universal Copper's current focus is on advancing the Poplar copper project, one of the most advanced preproduction copper projects in British Columbia with a historic National Instrument 43-101 resource.

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