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

 

 

 

 

Condensed Consolidated Interim Financial Statements

(Expressed in Canadian Dollars - unaudited)

For the nine months ended January 31, 2023

 

 

 


VIZSLA SILVER CORP.

Condensed Consolidated Interim Statements of Financial Position

Expressed in Canadian dollars - unaudited

As at Note   January 31, 2023     April 30, 2022  
      $     $  
ASSETS              
Current assets              
Cash and cash equivalents     18,978,238     30,482,269  
Taxes receivable 4   14,498,662     13,110,777  
Other receivables     352,714     340,917  
Prepaid expenses     2,444,423     2,855,677  
Due from related party 9   -     50,000  
Total current assets     36,274,037     46,839,640  
               
Non-current assets              
Property, plant and equipment 5   436,611     304,866  
Intangible asset 6   443,930     -  
Investment 6   1,254,220     -  
Exploration and evaluation assets 7   146,680,650     118,789,742  
Total non-current assets     148,815,411     119,094,608  
Total assets     185,089,448     165,934,248  
               
LIABILITIES              
Current liabilities              
Accounts payable and accrued liabilities     1,967,474     10,127,266  
Due to related party 9   43,013     21,875  
               
Total liabilities     2,010,487     10,149,141  
               
SHAREHOLDERS' EQUITY              
Share capital 8   196,370,048     163,972,960  
Reserves     27,360,190     23,691,609  
Accumulated other comprehensive loss     (716,052 )   (368,411 )
Deficit 8   (39,935,225 )   (31,511,051 )
               
Total shareholders' equity     183,078,961     155,785,107  
Total liabilities and shareholders' equity     185,089,448     165,934,248  

Note 1 - Nature and Continuance of Operations

Note 13 - 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.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

Expressed in Canadian dollars - unaudited

      Three Months     Three Months     Nine Months     Nine Months  
  Note   January 31, 2023     January 31, 2022     January 31, 2023     January 31, 2022  
General and administrative expenses                          
Amortization   $ 74,174   $ 25,778   $ 187,403   $ 53,202  
Consulting fees     656,271     768,689     1,165,437     917,429  
Directors fees 9   83,333     110,000     245,833     290,000  
Foreign exchange loss/(gain)     (425,816 )   467,835     (1,194,297 )   327,040  
Insurance     174,532     17,089     533,140     17,089  
Management fees 9   287,500     231,493     462,500     612,500  
Marketing     828,053     739,619     2,349,825     2,555,845  
Office and miscellaneous 9   314,082     579,401     966,098     1,358,660  
Professional fees     288,555     206,497     613,159     408,286  
Share based compensation 8   398,455     2,679,637     2,530,128     9,976,054  
Transaction costs     -     -     -     1,122,356  
Transfer agent and filing     276,382     46,966     424,490     213,895  
Travel and promotion     91,942     68,805     307,459     251,559  
                           
    $ (3,047,463 ) $ (5,941,809 ) $ (8,591,175 ) $ (18,103,915 )
Other income / (loss)                          
Interest income     228,656     22,752     326,006     114,013  
Revaluation loss on investment in equity instruments 6   (159,005 )   -     (159,005 )   -  
Net loss   $ (2,977,812 ) $ (5,919,057 ) $ (8,424,174 ) $ (17,989,902 )
Other comprehensive loss                          
Items that will be reclassified subsequently                          
Translation gain/(loss) on foreign operations     (338,918 )   1,112,694     (347,641 )   547,871  
Comprehensive loss   $  (3,316,730 ) $ (4,806,363 ) $ (8,771,815 ) $ (17,442,031 )
Basic and diluted loss per share   $ (0.02 ) $ (0.04 ) $ (0.05 ) $ (0.13 )
                           
Weighted average number of common shares                          
Basic and diluted     175,112,075     148,151,268     161,645,755     135,046,983  

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


VIZSLA SILVER CORP.

Condensed Consolidated Interim Statements of Cash Flows

Expressed in Canadian dollars - unaudited


For the nine months ended
Note   January 31, 2023     January 31, 2022  
      $     $  
Operating activities              
Net loss for the period     (8,424,174 )   (17,989,902 )
Items not affecting cash:              
Amortization 5   187,403     53,202  
Foreign exchange gain     (6,462 )   (640,293 )
Share-based compensation 8   2,530,128     9,976,054  
Revaluation loss on investment in equity instruments 6   159,005     -  
               
Changes in non-cash working capital items:              
Accounts payable and accrued liabilities     (8,159,792 )   6,278,749  
Due to/(from) related parties     71,138     (4,838 )
Taxes recoverable     (1,387,885 )   (9,076,301 )
Other receivable     (11,797 )   (402,626 )
Prepaid expenses     411,254     (1,390,154 )
               
Net cash flows used in operating activities     (14,631,182 )   (13,196,109 )
               
Investing activities              
Purchase of exploration and evaluation assets     (6,855,468 )   (17,764,259 )
Exploration and evaluation expenditures     (21,420,929 )   (18,304,328 )
Purchase of equipment     (274,838 )   (133,359 )
Strategic investment expenditures     (500,000 )   -  
               
Net cash flows used in investing activities     (29,051,235 )   (36,201,946 )
               
Financing activities              
Cash proceeds of common shares issued net of issuance costs     31,974,386     68,857,632  
Issuance of common shares - option exercise     204,000     545,930  
Issuance of common shares - warrants exercise     -     1,837,805  
               
Net cash flows provided by financing activities     32,178,386     71,241,367  
               
Effects of foreign exchange     -     547,871  
               
(Decrease) / Increase in cash and cash equivalents     (11,504,031 )   21,843,312  
               
Cash and cash equivalents, beginning of period     30,482,269     19,398,272  
               
Cash and cash equivalents, end of period     18,978,238     41,789,455  
               
               
Supplemental cash flow              
Issuance of common shares for strategic investment 6   1,357,155     -  
Share issuance costs - finders warrants     1,138,453     1,530,056  
Shares issued for E&E acquisition     -     43,772,500  

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


VIZSLA SILVER CORP.

Condensed Consolidated Statements of Changes in Equity

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

    Common shares                                
                            Other              
                    Share to   comprehensive              
    Number     Amount     Reserves     be issued     income (loss)      Deficit     Total   
          $     $     $     $     $     $  
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     43,772,500     -     -     -     -     43,772,500  
Shares issued pursuant to exercise of warrants and options   6,989,039     2,383,735     -     -     -     -     2,383,735  
Share issuance costs - cash   -     (4,367,368 )   -     -     -     -     (4,367,368 )
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 comprehensive loss 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  
                                           
Balance, April 30, 2022   154,875,802     163,972,960     23,691,609     -     (368,411 )   (31,511,051 )   155,785,107  
Shares issued pursuant to private placement and prospectus   23,805,000     34,517,250     -     -     -     -     34,517,250  
Shares issued pursuant to strategic investment   1,000,000     1,357,155     -     -     -     -     1,357,155  
Shares issued pursuant to exercise of warrants and options   625,347     204,000     -     -     -     -     204,000  
Share issuance costs - cash   -     (2,542,864 )   -     -     -     -     (2,542,864 )
Share issuance costs - finders warrants   -     (1,138,453 )   1,138,453     -     -     -     -  
Stock based compensation   -     -     2,530,128     -     -     -     2,530,128  
Net loss and other comprehensive gain for the period   -     -     -     -     (347,641 )   (8,424,174 )   (8,771,815 )
                                           
Balance, January 31, 2023   180,306,149     196,370,048     27,360,190     -     (716,052 )   (39,935,225 )   183,078,961  

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


VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - unaudited

1. Nature and Continuance of Operations

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.

COVID-19 has severely impacted economies around the globe. In many countries, including Canada, businesses have been forced to cease or limit operations. Measures taken to contain the spread of the virus have triggered significant disruptions to businesses worldwide, resulting in significant unemployment and an economic slowdown. Global stock markets have also experienced great volatility and a significant weakening of certain sectors. Governments and central banks have responded with monetary and fiscal interventions designed to stabilize economic conditions.

To date, the Company's operations have not been materially negatively affected by these events, apart from increasing costs. Additionally, in 2022 and the nine months ended January 31, 2023, operations have experienced higher inflation on material inputs. The duration and impact of the COVID-19 pandemic as well as the effectiveness of government and central bank responses, remain unclear at this time.  The pandemic has not had any lasting effects on the financial position or results of the Company.


VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - 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") since 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 working capital to Vizsla Copper 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 8d.

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.

In connection with the Arrangement, the carrying value of Blueberry Property and Carruthers Pass copper property totaling $1,493,798 were derecognized, and the Vizsla Copper shares were treated as a distribution of capital to the shareholders of the Company. In accordance with IFRIC-17, the distribution was valued at $7,382,566 based on fair value of the common shares of Vizsla Copper and the Company recorded a gain on the spin-out totaling $4,766,412 in the consolidated statements of loss and comprehensive loss for the year ended April 30, 2022.


VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - 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, 2022, 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 9, 2023, 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, 2023

Ownership
interest as at
April 30,
2022

Vizsla Copper Corp. (formerly Northbase Resources Inc.) *

Exploring evaluating mineral properties

Canada

0%

0%

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.)

Royalty Company

Canada

100%

100%

Canam Royalties Mexico, S.A. de C.V.

Royalty Company

Mexico

100%

100%

* The Company spun-out Vizsla Copper Corp. on September 20, 2021 (Note 2).

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.


VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - unaudited

3. Significant Accounting Policies and Basis of Presentation (continued)

b) Intangible Assets

Intangible assets acquired separately are measured on initial recognition at cost. The fair value of intangible assets resulting from the strategic investment known as rights of first refusal ("ROFR") is its cost at the acquisition date (Note 6). Following initial recognition, intangible assets are carried at cost less accumulated amortization and any accumulated impairment losses.

Intangible assets with a finite useful life are amortized on a straight-line basis over their useful lives. The ROFR is amortized over its validity period of four years. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at each financial year-end. Any changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates.

c) Strategic Investment Carried at FVTPL

Financial assets carried at fair value through profit or loss ("FVTPL") are initially recorded at fair value and transaction costs are expensed in the consolidated statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of financial assets held at FVTPL are included in the consolidated statements of loss and comprehensive loss.  The strategic investment in Prismo is classified as financial asset carried at FVTPL and classified as a non-current financial asset (Note 6).

As of January 31, 2023, the fair value of financial assets held at FVTPL amounted to $1,254,220. The total net gain or loss on financial assets held at FVTPL for the period was $159,005.

The Company has established risk management policies and procedures to manage the risks associated with financial assets and liabilities held at FVTPL. These policies and procedures include limits on trading positions, monitoring of market risk exposure, and stress-testing of portfolios to ensure their resilience to market shocks.

The Company considers the fair value hierarchy when valuing financial assets and liabilities held at FVTPL. Financial assets and liabilities are classified into three levels based on the inputs to the valuation technique used:

  • Level 1 - quoted prices in an active market for identical assets or liabilities;
  • Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly;
  • Level 3 - unobservable inputs for the asset or liability.

The Company's strategic investment held at FVTPL are classified as Level 2 instruments.

d) 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.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - unaudited

3. Significant Accounting Policies and Basis of Presentation (continued)

e) Significant Accounting Judgments and Estimates

The preparation of the condensed consolidated interim financial statements in conformity with IFRS requires management to make judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses, and related disclosure. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Judgment is used mainly in determining how a balance or transaction should be recognized in the financial statements. Estimates and assumptions are used mainly in determining the measurement of recognized transactions and balances. Actual results may differ from these estimates.

Significant areas where management's judgment has been applied include:

- Impairment of exploration and evaluation assets (E&E assets)

In accordance with the Company's accounting policy, the Company's E&E assets are evaluated every reporting period to determine whether there are any indications of impairment. If any such indication exists, which is often judgmental, a formal estimate of recoverable amount is performed, and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or cash generating group of assets is measured at the higher of fair value less costs to sell and value in use.

The evaluation of asset carrying values for indications of impairment includes consideration of both external and internal sources of information, including such factors as market and economic conditions, metal prices, future plans for the Company's mineral properties and mineral resources and/or reserve estimates.

Management has assessed for impairment indicators for the Company's E&E assets and has concluded that no indicators of impairment were identified, and the Company plans to continue with its objective of developing Panuco - Copala Property.

Significant areas requiring the use of management estimates and assumptions include:

- Fair value calculation of share-based payments

The fair value of share-based payments in relation to the warrants and options granted is calculated using a Black Scholes option pricing model. There are a number of estimates used in the calculation such as the expected option life, rate of forfeiture of options granted, risk-free interest rate used and the future price volatility of the underlying security which can vary from actual future events. The factors applied in the calculation are management's best estimates based on industry average and future forecasts.

- Prismo strategic investment and intangible asset (Note 6)

Prismo shares, Prismo warrants, and Vizsla shares are fair valued using the discount for lack of marketability ("DLOM") method. DLOM is based on the risk arising from the restricted holding period and voluntary escrow. The intangible asset is calculated based on the difference between the fair value of Prismo Units and Vizsla shares and cash consideration. The factors applied in the calculation are management's best estimates based on industry average and future forecasts.


VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - unaudited

3. Significant Accounting Policies and Basis of Presentation (continued)

e Significant Accounti.ng Judgments and Estimates (continued)

- Assessing whether deferred tax assets and liabilities are recognized in accordance with IAS 12, Income taxes.

Provisions for income taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were originally recorded, such differences will affect the tax provisions in the period in which such determination is made.

- Tax receivables

Value-added tax ("VAT") receivable is collectible from the government of Mexico. The collection of VAT is subject to risk due to the complex application and collection process and therefore, risk related to the collectability and timing of payment from the Mexican government. The Company uses its best estimates based on the facts known at the time and its experience to determine its best estimate of the collectability and timing of these recoveries. Changes in the assumptions regarding collectability and the timing of collection could impact the valuation and classification of VAT receivable.

4. Taxes Receivable

    January 31, 2023     April 30, 2022  
    $     $  
Goods and Service Tax (GST) recoverable   133,891     103,785  
Mexican Value Added Tax (IVA) recoverable   14,364,771     13,006,992  
Total   14,498,662     13,110,777  


VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - unaudited

5. Property, Plant and Equipment

    Computer     Computer     Office     Mining     Office     Total  
    equipment     software     equipment 
    equipment     improvements  
                                     
Cost   $     $     $     $     $     $  
Balance - April 30, 2021   14,463     -     3,526     66,830     37,404     122,223  
Additions   24,829     -     36,340     75,091     144,218     280,478  
Disposal   -     -     (748 )   -     -     (748 )
Effect of change in exchange rate   624     -     755     2,677     3,789     7,845  
Balance - April 30, 2022   39,916     -     39,873     144,598     185,411     409,798  
Additions   24,667     55,212     8,529     159,432     26,998     274,838  
Disposal   -     -     -     -     -     -  
Effect of change in exchange rate   5,677     -     5,704     26,176     25,903     63,460  
Balance - January 31, 2023   70,260     55,212     54,106     330,206     238,312     748,096  
                                     
Accumulated depreciation                                    
Balance - April 30, 2021   5,338     -     730     14,818     -     20,886  
Depreciation   9,545     -     7,237     37,882     28,000     82,664  
Disposal   -     -     -     -     -     -  
Effect of change in exchange rate   122     -     154     599     507     1,382  
Balance - April 30, 2022   15,005     -     8,121     53,299     28,507     104,932  
Depreciation   11,135     38,648     18,671     38,142     80,807     187,403  
Disposal   -     -     -     -     -     -  
Effect of change in exchange rate   1,537     -     2,301     6,222     9,090     19,150  
Balance - January 31, 2023   27,677     38,648     29,093     97,663     118,404     311,485  
                                     
Carrying amounts                                    
As at April 30, 2021   9,125     -     2,796     52,012     37,404     101,337  
As at April 30, 2022   24,911     -     31,752     91,299     156,904     304,866  
As at January 31, 2023   42,583     16,564     25,013     232,543     119,908     436,611  

VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - unaudited

6. Strategic Investment in Prismo Metals Inc. and Intangible Asset

On December 16, 2022, the Company entered into a strategic investment with Prismo Metals Inc. ("Prismo"). Prismo is trading on the Canadian Securities Exchange under the symbol "PRIZ". The Company finalized its strategic investment in Prismo on January 6, 2023 ("Closing Date").

Pursuant to the strategic investment, the Company acquired (i) a right of first refusal ("ROFR") to purchase the Palos Verdes project from Prismo, which will remain valid until January 6, 2027, four years from the Closing Date, and (ii) 4,000,000 units of Prismo ("Prismo Units").

ROFR in this context refer to the obligation of Prismo to notify the Company of any written offers received from third parties to purchase any portion of the Palos Verdes Properties (referred to as the "Offered Interest"). The Company reserves the right to purchase the Offered Interest at the same price and under the same conditions within a 45-day window. In the event that the Company declines or fails to respond, Prismo is permitted to sell to the third party after laps of 90 days, and the Company's rights expire after four years, unless its percentage of ownership is below 8%. The Company's ROFR persists through any changes of control of Prismo.

The Company acquired 4,000,000 Prismo Units, each Prismo Unit consists of one common share of Prismo (a "Prismo Share") and one-half of one common share purchase warrant (a "Prismo Warrant"). Each Prismo Warrant entitles the Company to purchase one additional Prismo Share for a period of two years from the closing date at a price of $0.75. The Prismo shares are subject to a statutory hold period of four months and one day, and a voluntary escrow period of 24 months with 25% of the securities released every six months. The Prismo shares were fair valued at $1,373,225 and the Prismo warrants were fair valued at $40,000.

The valuation of Prismo shares follows a level 2 fair value measurement. The share price is derived from the market price on the Closing Date of $0.48, with consideration for the lack of marketability. The DLOM rate used is provided below.

The consideration for the strategic investment consisted of a cash payment of $500,000 (paid) and 1,000,000 common shares of the Company. The consideration shares are subject to a statutory hold period of four months and one day, and a voluntary escrow period of 24 months with 25% of the securities released every six months. The shares were fair valued at $1,357,155.

The fair value of Vizsla shares is determined using a level 2 fair value measurement. The share price is based on the market price on the Closing Date of $1.62, after factoring in the lack of marketability. The applicable DLOM rate is provided below.

As at Jan 6, 2023   DLOM  
Date      Vizsla    
    Prismo  
06-Jul-23   10.6%     21.3%  
06-Jan-24   15.9%     28.1%  
06-Jul-24   18.0%     30.1%  
06-Jan-25   20.4%     31.4%  


VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - unaudited

6. Strategic Investment in Prismo Metals Inc. and Intangible Asset (continued)

An intangible asset with a fair value of $443,930 was recognized for the difference between the fair value of the Prismo Units and Vizsla shares, as well as the cash paid as consideration. The intangible asset will be amortised on a straight-line basis over the four-year validity of the ROFR (Note 3b). The amortization expenses will be recorded on the Statement of Loss and Comprehensive Loss. Following initial recognition, the intangible asset is carried at cost less accumulated amortization and any accumulated impairment losses.  The continuity of the intangible asset is below:

    Right of first     Total  
    refusal      
Cost   $     $  
Balance - April 30, 2022   -     -  
Additions   443,930     443,930  
Disposal   -     -  
Effect of change in exchange rate   -     -  
Balance - January 31, 2023   443,930     443,930  
             
Carrying amounts            
As at April 30, 2022   -     -  
As at January 31, 2023   443,930     443,930  

In connection with the strategic investment, Prismo and the Company have agreed to form a technical committee to pursue district-scale exploration of the Panuco silver-gold district.

Immediately prior to the closing of the strategic investment, the Company did not beneficially own, directly or indirectly, or exercise control or direction over, any Prismo Shares or any securities convertible into or exercisable for Prismo Shares. Immediately following the closing of the strategic investment, the Company owns 4,000,000 Prismo Shares and 2,000,000 Prismo Warrants, representing 10.08% of the issued and outstanding Prismo Shares on a non-diluted basis and 14.4% of the Prismo Shares on a partially diluted basis. As the Company has no common management or directors, it does not have significant influence. As such, the Prismo Units have been recognised as investment and measured at fair value through profit or loss. The change in the fair value during the period ended January 31, 2023, was $159,005 (nine months ended January 31, 2022: $nil) and recorded in other loss. Transaction costs comprised of $8,400 of regulatory fee and $4,413 of legal fees were expensed in the statement of loss and comprehensive loss. The continuity schedule of the investment is below:

    Strategic     Total  
    investment  
    $     $  
Balance - April 30, 2022   -     -  
Additions   1,413,225     1,413,225  
Disposal   -     -  
Gain (loss) from fair value adjustment   (159,005 )   (159,005 )
             
Fair value - January 31, 2023   1,254,220     1,254,220  


VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - unaudited

7. Exploration and Evaluation Assets

a) 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 (issued).

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. The Company recorded $296,250 and $12,344 as contingent consideration in relation to the two milestone events and related finder's fees, respectively, which represented its fair value at the date of acquisition and was classified as shares to be issued, representing the fair value at the date of acquisition of the fixed number of shares that are required to be issued based on the milestones. The contingent consideration will not be remeasured, and settlement is accounted for in equity. As of April 30, 2022, the milestones have occurred, and the shares have been issued. As a result, the full $308,595 of contingent consideration has been reversed.

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 extend the schedule of Canam's payment and investment obligations for an additional one year and the Company paid USD$80,000 for the extension.

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 brought 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").


VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - unaudited

7. Exploration and Evaluation Assets (continued)

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

Panuco - Copala Property

Under the Amending Agreement, Vizsla/Canam 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 $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 8(b)); and
  • A cash payment of US$6,100,000: US$250,000 was paid on August 19, 2021; US$850,000 was paid on February 1, 2022, for the mineral claims around the Coco mill. On May 6th, 2022, following the refurbishment and transfer of ownership of the mill, US$5,000,000 was paid.

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 $2.44 per share upon the completion of the transfer of the Copala Property (issued, Note 8(b)).

VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - unaudited

7.  Exploration and Evaluation Assets (continued)

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

Costs related to the properties can be summarized as follows:

    Balance
April 30, 2021
    Additions     Balance
April 30, 2022
    Additions     Balance
January 31, 2023
 
Acquisition costs                              
Cash $ 1,012,761   $ 18,731,540   $ 19,744,301   $ 6,396,000   $ 26,140,301  
Contingent consideration   308,595     (308,595 )   -     -     -  
Concession   -     -     -     459,468     459,468  
Effective settlement of loans
receivables
  1,064,647     125,377     1,190,024     -     1,190,024  
Shares   1,896,987     56,250,001     58,146,988     -     58,146,988  
Transaction cost   125,190     (125,190 )   -     -     -  
Subtotal $ 4,408,180   $ 74,673,133   $ 79,081,313   $ 6,855,468   $ 85,936,781  
                               
                         
    Balance
April 30, 2021
    Additions     Balance
April 30, 2022
    Additions     Balance
January 31, 2023
 
Exploration costs                              
Analysis $ 1,366,574   $ 3,800,021   $ 5,166,595   $ 1,770,034   $ 6,936,629  
Depreciation   3,563     20,388     23,951     38,142     62,093  
Drilling   5,971,422     14,964,594     20,936,016     10,843,411     31,779,427  
Ejido Rights   80,901     340,342     421,243     -     421,243  
Engineering consulting   -     671,537     671,537     24,397     695,934  
Equipment   382,265     924,121     1,306,386     974,555     2,280,941  
Field Cost   2,092,112     2,250,098     4,342,210     1,264,773     5,606,983  
Geological consulting   1,641,356     2,561,712     4,203,068     2,889,100     7,092,168  
GIS management   -     -     -     107,190     107,190  
Geophysical survey   -     -     -     75,662     75,662  
Maintenance   315,435     81,504     396,939     374,590     771,529  
Rent of land   86,099     153,596     239,695     -     239,695  
Travel and miscellaneous   774,751     1,600,910     2,375,661     3,059,075     5,434,736  
Subtotal $ 12,714,478   $ 27,368,823   $ 40,083,301   $ 21,420,929   $ 61,504,230  
                             
  17,122,658   $ 102,041,956   $ 119,164,614   $ 28,276,397   $ 147,441,011  
                               
Effect of change in exchange rate   (92,276 )   (282,596 )   (374,872 )   (385,489 )   (760,361 )
                             
Total $  17,030,382   $ 101,759,360   $ 118,789,742   $ 27,890,908   $ 146,680,650  

The Company paid $459,468 for acquisition of several mining concessions.

The Company created a 100% owned subsidiary, Canam Royalties Mexico, S.A. de C.V. ("Canam Royalties") through Vizsla Royalty Corp., which is 100% owned by the Company. On February 23, 2022, Vizsla transferred 2% NSR on certain concessions and 0.5% NSR on certain concessions to Canam Royalties.


VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - unaudited

7. Exploration and Evaluation Assets (continued)

b) Carruthers Pass Property, British Columbia

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
April 30, 2022 and
January 31, 2023
                       
Acquisition costs                      
Cash $ 20,000     -   $ (20,000 ) $ -
                       
Exploration costs                     -
Geophysical consulting   -     16,710     (16,710 )    
                       
Balance $ 20,000     16,710   $ (36,710 )   -

 c) Northbase Resources Inc. - Blueberry Property

On September 20, 2021, the Company completed the Arrangement and spin-out Vizsla Copper with its 100% interest of the copper resource at the Blueberry Property to Vizsla Copper (Note 2).

Cost related to the properties can be summarized as follows:

    Balance
April 30, 2020
    Additions     Balance
April 30, 2021
    Additions     Transfer to Vizsla
Copper
    Balance
April 30, 2022
and January 31,
2023
 
Acquisition costs                                    
Shares $ 1,357,467   $ -   $ 1,357,467   $ -   $ (1,357,467 ) $ -  
    1,357,467     -     1,357,467     -     (1,357,467 )   -  
Exploration costs                                    
Analysis   15,365     -     15,365     -     (15,365 )   -  
Equipment   13,800     -     13,800     -     (13,800 )   -  
Geophysical consulting   45,499     -     45,499     -     (45,499 )   -  
Project management   6,130     -     6,130     -     (6,130 )   -  
Travel, supplies and field expenses   19,625     -     19,625     -     (19,625 )   -  
Subtotal   100,419     -     100,419     -     (100,419 )   -  
                                     
Balance $ 1,457,886   $ -   $ 1,457,886   $ -   $ (1,457,886 ) $ -  


VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - unaudited

8. Share Capital

a) Authorized:

Unlimited number of common shares with no par value.

b) Issued and Outstanding

As at January 31, 2023, 180,306,149 (April 30, 2022: 154,875,802) common shares with no par value were issued and outstanding.

On November 15, 2022, the Company closed a bought deal financing of 23,805,000 units at a price of $1.45 per units for gross proceeds of $34,517,250. 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 November 15, 2024, at a price of $2.00. The warrants were not assigned a value since the market price of the Company's share on November 15, 2022, was equivalent to the price of the unit at $1.45.

The financing was subject to 6% cash finders fees and 6% finders warrants exercisable at $1.45 on or before November 15, 2024. The finders' warrants have a fair value of $1,138,453 using the Black-Scholes Options pricing model. The Company incurred a total of $2,542,864 in cash share issue costs.

On January 6, 2023, the Company issued 1,000,000 shares in connection to the strategic investment in Prismo Metals Inc. The shares are subject to a statutory hold period of four months and one day, and a voluntary escrow period of 24 months with 25% of the securities released every six months. The shares are fair valued at $1,357,155 (Note 6).

On January 25, 2023, 625,347 options were exercised for proceeds of $204,000. The weighted average share price of the options exercised is $0.33. 

During the year ended April 30, 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 $2.50 per Unit for aggregate gross proceeds of $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 $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 $2.50. The Company paid $4,080,031 and allocated fair value of $1,459,487 for the broker warrants.


VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - unaudited

8. Share Capital (continued)

b) Issued and Outstanding  (continued)

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 $2.50 per unit for gross proceeds of $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 $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 $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. 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 7(b)). On April 27, 2022, the Company issued John Mirko bonus shares of 5,500,000 and finder's fee of 250,000 per milestone event 2 of the Canam agreement (Note 7(b)). There are no shares left to be issued in terms of the Canam agreement.

During the year ended April 30, 2022, 6,555,459 warrants with a weighted average exercise price of $0.52 were exercised for proceeds of $3,342,526, and 1,271,028 options with a weighted average exercise price of $0.41 were exercised for proceeds of $545,930.

c) Escrow shares

As of January 31, 2023, the Company has 1,000,000 shares in escrow (April 30, 2022: nil). The escrow shares relate to the Prismo transaction (Note 6) and are subject to a voluntary escrow period of 24 months. During this period, 25% of the securities will be released every six months, starting from the closing date of January 6, 2023. During the nine-months period ended January 31, 2023, no shares have been released and 1,000,000 shares remain in escrow.

d) Warrants

As of January 31, 2023, the Company has 13,330,800 warrants exercisable (April 30, 2022: 32,424,906).  The Company issued 11,902,500 warrants and 1,428,300 broker warrants, totalling 13,330,800 warrants in relation to the to the bought deal financing which closed on November 15, 2022. 32,424,902 warrants expired (April 30, 2022: nil).

During the year ended April 30, 2022, the Company issued 13,800,000 warrants and 1,476,000 broker warrants in relation to the bought deal prospectus which concluded on June 3, 2021; and 845,000 warrants and 101,400 broker warrants in relation to the non-brokered private placement which ended on June 18, 2021, totalling 16,222,400 warrants.


VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - unaudited

8. Share Capital (continued)

d) Warrants (continued)

The following is a summary of warrant transactions for the nine months ended January 31, 2023, and year ended April 30, 2022:

    January 31, 2023     April 30, 2022  
    Number of
warrants
    Weighted
average
exercise
price
$
    Number of
warrants
    Weighted
average
exercise
price
$
 
Warrants outstanding, beginning of the period   32,424,902     2.68     22,757,961     1.86  
Issued   13,330,800     1.79     16,222,400     3.06  
Exercised   -     -     (6,555,459 )   0.52  
Expired   (32,424,902 )   (2.68 )   -     -  
Warrants outstanding, end of the period   13,330,800     1.94     32,424,902     2.68  

The following warrants were outstanding and exercisable January 31, 2023:

Expiry date   Exercise
price
$
    Number of
warrants
outstanding and
exercisable
 
15-Nov-24   2.00     11,902,500  
15-Nov-24   1.45     1,428,300  
          13,330,800  

As at January 31, 2023, the weighted average remaining contractual life for outstanding warrants is 1.79 years (April 30, 2022: 0.42 years).

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. As of January 31, 2023, there are no existing warrants associated with the Arrangement or Vizsla Copper.

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

 

January 31, 2023

April 30, 2022

Risk Free Interest Rate

3.86%

0.43%

Expected Dividend Yield

-

-

Expected Volatility

101.32%

100% - 103.90%

Expected Term in Years

2 years

1 year

During the nine months ended January 31, 2023, the Company recorded fair value of $1,138,453 (nine months ended January 31, 2022 - $1,530,056) against reserves.


VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - unaudited

8. Share Capital (continued)

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, 2023, and year ended April 30, 2022, is as follows: 

    January 31, 2023     April 30, 2022  
          Weighted average
          Weighted average
 
  Number of
  exercise price   Number of   exercise price  
     options     $     options     $  
Options outstanding, beginning of the period   14,640,472     1.64     9,090,000     1.07  
Issued   590,000     1.74     6,974,000     2.25  
Cancelled   (658,153 )   (2.06 )   (152,500 )   (2.23 )
Exercised   (625,347 )   (0.33 )   (1,271,028 )   (0.41 )
Options outstanding, end of the period   13,946,972     1.69     14,640,472     1.64  
Options exercisable, end of the period   12,810,472     1.66     10,486,542     1.46  

VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - unaudited

8. Share Capital (continued)

e) Options (continued)

The following options were outstanding and exercisable as January 31, 2023:

Expiry
date
  Exercise price
$
    *Adjusted
exercise price
$
    Number of Options
outstanding
 
  
Number of
Options
exercisable
 
27-Feb-29   0.15     0.14     655,000     655,000  
13-Jun-24   0.17     0.16     350,000     350,000  
30-Dec-24   0.69     0.66     875,000     875,000  
07-Jan-25   0.72     0.69     75,000     75,000  
29-Jun-25   0.79     0.76     1,156,250     1,146,250  
06-Aug-25   2.15     2.07     1,490,000     1,490,000  
27-Aug-25   1.76     1.69     75,000     75,000  
01-Oct-25   1.46     1.40     125,000     93,750  
01-Dec-25   1.46     1.40     100,000     50,000  
12-Jan-26   1.71     1.64     60,000     60,000  
17-Feb-26   1.50     1.44     2,007,722     2,007,722  
22-Jun-26   2.31     2.22     3,784,000     3,784,000  
12-Jul-26   2.44     2.34     220,000     165,000  
27-Jul-26   2.44     2.34     139,000     139,000  
24-Sep-26   2.25     2.25     1,945,000     1,458,750  
01-Feb-27   2.45     2.45     300,000     150,000  
02-Jun-27   1.74     1.74     590,000     236,000  
                13,946,972     12,810,472  

*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. For the nine months ended January 31, 2023, the change in the fair value of the options upon replacement was in the amount of $nil (April 30, 2022 - $91,688).

The fair value of the options granted was calculated using the Black-Scholes option pricing model with the following assumptions for options granted in the nine months ended January 31, 2023:

 

For the nine-months period ended

 

January 31, 2023

January 31, 2022

Risk Free Interest Rate

2.89%

0.79% - 0.85%

Expected Dividend Yield

-

-

Expected Volatility

101.32%

100% - 103.90%

Expected Term in Years

5 years

5 years

The Company recorded total fair value of $2,530,128 as share-based compensation for the nine months ended January 31, 2023 (nine months ended January 31, 2022 - $9,976,054).


VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - unaudited

9. Related Party Transactions

During the nine months ended January 31, 2023, and 2022, the Company has the following related party transactions:

(a) The Company has incurred $1,690,130 (2022: $1,794,878) 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 $245,833 (2022: $290,000) in director fees to the Company's directors.

(c) The Company has paid $450,000 (2022: $463,041) to a company with common directors and officers for rent expenses and administration expenses.

(d) For the nine months ended January 31, 2023, the Company has granted 375,000 (2022: 11,167,222) stock options to officers and directors of the Company (Note 8(d)).

(e) As of January 31, 2023, $nil (April 30, 2022: $50,000) was receivable from a company with common directors and officers of the Company and $52,013 (April 30, 2022: $21,875) was payable to 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.

10. Financial Instruments

Fair value of financial instruments

The Company applied the following fair value hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value into three levels:

The three levels are defined as follows:

  • Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
  • Level 2 - inputs to valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
  • Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company's financial instruments are cash and cash equivalent, other receivables, due from related party, due to related party, and accounts payable and accrued liabilities. All these financial instruments are carried on the condensed consolidated interim statements of financial position at amortized cost. The fair values of these financial instruments approximate their carrying value due to their short-term nature. The strategic investment is carried at fair value through profit or loss using a level 2 fair value measurement (Note 6). 

The Company's financial instruments are exposed to certain financial risks, including liquidity risk, credit risk and interest rate risk.


VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - unaudited

10. Financial Instruments (continued)

Liquidity risk

Liquidity risk is the risk that the Company will not meet its financial obligations as they become due.  The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at January 31, 2023, the Company had a cash and cash equivalent balance of $18,978,238 to settle accounts payable and accrued liabilities of $1,967,474. All of the Company's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.

Historically, the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company's access to financing is always uncertain. There can be no assurance of continued access to significant equity funding.

Market risk

Market risk is the risk that changes in market prices will affect the Company's earnings or the value of its financial instruments. Market risk is comprised of commodity price risk and interest rate risk. The objective of market risk management is to manage and control exposures within acceptable limits, while maximizing returns. The Company is not exposed to significant market risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of financial instruments will fluctuate because of changes in market interest rates. An immaterial amount of interest rate exposure exists in respect of cash balances on the statement of financial position. As a result, the Company is not exposed to material cash flow interest rate risk on its cash balances.

Foreign currency risk

Foreign currency risk is the risk that a variation in exchange rates between the Canadian dollar, United States dollar, and Mexican Peso will affect the Company's operations and financial results. The Company and its subsidiaries are exposed to foreign currency risk to the extent that it has monetary assets and liabilities denominated in foreign currencies.

The Company measures the effect on total assets or total receipts of reasonably foreseen changes in interest rates and foreign exchange rates. The analysis is used to determine if these risks are material to the financial position of the Company. A 1% change in foreign exchange rate of CAD to MXN would increase/decrease the net and comprehensive loss for the nine months ended January 31, 2023, by approximately $139,000 (nine months ended January 31, 2022: $126,015). Actual financial results for the coming year will vary since the balances of financial assets are expected to decline as funds are used for Company expenses.

Price risk

This risk relates to fluctuations in commodity and equity prices. The Company closely monitors commodity prices of precious and base metals, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company. Fluctuations in pricing may be significant.

Credit risk

Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Company is exposed to credit-related losses in the event of non-performance by the counterparties. The carrying amounts of financial assets best represent the maximum credit risk exposure at the reporting date. Cash and cash equivalent are held with reputable banks in Canada. The long-term credit rating of these banks, as determined by Standard and Poor's, was A+. As at January 31, 2023, the cash on deposit at these institutions was in excess of federally insured limits. However, management believes credit risk is low given the good credit ratings of the banks.


VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - unaudited

11. Capital Management

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business.

The Panuco-Copala property in which the Company currently has an interest are in the exploration stage, as such the Company has historically relied on the equity markets to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

The capital structure of the Company consists of shareholders' equity, comprising issued capital and deficit. The Company is not exposed to any externally imposed requirements. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

12. Segment Information

The Company has one operating segment, being principally mineral exploration.

Geographic Information

The Company's non-current assets, excluding non-current deposits, by location of assets are as follows:

    January 31, 2023     April 30, 2022  
    $     $  
Canada   1,714,714     -  
Mexico   147,100,697     119,094,608  
    148,815,411     119,094,608  

13. Subsequent Events

Financing

Subsequent to the period ended January 31, 2023, the Company completed a private placement during which it issued 27,286,050 common shares at a price of $1.65 for gross proceeds of $45,021,982. The Company paid a cash commission of $2,701,319 equal to 6% of the gross proceeds of the offering and issued 1,637,163 compensation options to the Agents. Each compensation option is exercisable to acquire one common share of the Company at the issue price of $1.65 until February 9, 2025.

The net proceeds from the private placement will be used to advance the exploration, drilling and development of the Company's Panuco Project, as well as for working capital and general corporate purposes.

All securities issued under the private placement will be subject to a statutory hold period in Canada expiring four months and one day from the date of issuance.


VIZSLA SILVER CORP.

Notes to Condensed Consolidated Interim Financial Statements

For the nine months ended January 31, 2023

Expressed in Canadian dollars - unaudited

13. Subsequent Events (continued)

Incentive Plan Rewards

Pursuant to the Company's Equity Incentive Compensation Plan, the Company has granted 2,130,000 stock options at an exercise price of $1.60 and 1,133,572 restricted share units (each, an "RSU") to directors, officers, employees and consultants of the Company. The options are exercisable for a period of five years and will vest over the next two years and the RSUs will vest in three equal annual instalments commencing on the first anniversary of the grant date.