Baker Steel Transaction Closed
AZARGA METALS CORP. ("Azarga Metals" or the "Company") (TSX-V:AZR) is pleased to announce that the Company has drawn and Baker Steel Resources Trust Ltd. ("BSRT") has funded the first tranche of US$1 million pursuant to the Investment Transaction announced on 10 April 2019. As previously reported the second advance of US$2 million is drawable by the Company in four to six months time, provided however that the second advance is subject to earlier drawdown in certain circumstances set out in the definitive documentation.
Mr Trevor Steel, Managing Partner and Chief Investment Officer of Baker Steel Capital Managers LLP ("BSCM") has now been appointed to the Company's Board of Directors, subject to approval by the TSX Venture Exchange. Mr Steel co-founded BSCM in 2001 and prior to that he was a senior portfolio manager at Merrill Lynch Investment Managers where he specialised in the natural resources sector.
On April 12, 2019 the Company issued 13,490,414 warrants (the "Warrants") to BSRT, being the Canadian dollar equivalent of US$1,714,285 using the Bank of Canada closing rate on April 11, 2019. Each Warrant is exercisable until April 12, 2021 at a price per common share of C$0.17.
On April 18, 2019 the Company will issue 554,166 common shares to Alexey Mikhaylovskiy (the "Finder") as a finder's fee for his role in the Investment Transaction. The Finder is entitled to 5% of the value of each tranche as it is drawn by the Company by the issue of common shares of the Company at a fixed conversion rate of 1.33 and a share price of C$0.12.
The securities issued are subject to a four-month and a day hold period. The Investment Transaction is subject to the final approval of the TSX Venture Exhcange.
Following the funding made available from the Investment Transaction, Azarga Metals has commenced plans to start the second major physical exploration phase at Unkur which will commence during the 2019 field season and will include a diamond drilling program which will have the potential of discovering additional copper and silver mineralization from at least three target concepts: (i) along strike or down dip from currently defined mineralization; (ii) confirming the presence of at least one additional mineralized zone postulated to occur stratigraphically below the currently defined Zone 1 and Zone 2; and (iii) drilling new targets expected to be generated by planned geophysical surveys.
A more detailed announcement regarding the second phase of exploration at Unkur will be made in the near future.
If no amounts other than first tranche are drawn down by the Company, assuming conversion of first tranche and all associated interest at maturity, exercise of all of the Warrants, an exchange rate of US$1 = C$1.3378 and using a conversion price for the interest of C$0.12, which was the last closing price of the common shares of the Issuer on April 11, 2019, BSRT would beneficially own and control an aggregate of 26,366,804 common shares of the Company, representing a beneficial ownership interest of approximately 22.58% of the issued and outstanding shares of the Company (post-issuance of the shares).
Provided that the full amount is drawn under the Investment Transaction and the Warrants are exercised, assuming conversion of the full US$3 million loaned and all interest at maturity using an exchange rate of US$1 = C$1.3378 and using a conversion price for the interest of C$0.12, which was the last closing price of the common shares of the Company on April 11, 2019, BSRT would beneficially own and control an aggregate of 52,119,585 common shares of the Company, representing a beneficial ownership interest of approximately 36.57% of the issued and outstanding shares of the Company (post-issuance of the shares).
Prior to completion of the Investment Transaction, BSRT currently owns no common shares of the Company (or securities convertible or exercisable into common shares of the Company).
BSRT, Arnold House, St Julians Avenue, Guernsey, GY1 1WA, entered into the Investment Transaction for investment purposes. Depending on market conditions and other factors, BSRT may from time to time acquire and/or dispose of securities of the Company or continue to hold its current position. A copy of the early warning report required to be filed with the applicable securities commissions in connection with the execution of the Investment Transaction will be available on SEDAR at www.sedar.com and can by obtained by contacting Tino Isnardi at +44 (0) 20 7389 0009.
Azarga Metals' Director, Michael Hopley, a Qualified Person as defined by NI 43-101, has reviewed and approved the exploration information disclosure contained in this Press Release.
About Azarga Metals Corp.
Azarga Metals is a mineral exploration and development company that owns 100% of the Unkur Copper-Silver Project in the Zabaikalsky administrative region in eastern Russia.
AZARGA METALS CORP.
Alexander Molyneux, Chairman
For further information please contact: Doris Meyer, at +1 604 536-2711 ext 6, visit www.azargametals.com, or follow us on Twitter @AzargaMetals. The address of the head office of Azarga Metals is Unit 1 - 15782 Marine Drive, White Rock, BC V4B 1E6, British Columbia, Canada.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements that are based on the Corporation's current expectations and estimates. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such factors include, among others: the actual results of current planned exploration activities; conclusions of economic evaluations; changes in project parameters as plans to continue to be refined; possible variations in ore grade or recovery rates; accidents, labor disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; and fluctuations in metal prices. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Corporation disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.