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Baker Steel Transaction Update

April 10, 2019 Download PDF

AZARGA METALS CORP. ("Azarga Metals" or the “Company”) (TSX-V:AZR) is pleased to announce that Baker Steel Resources Trust Ltd. (“BSRT”) and the Company have executed a Secured Convertible Loan Facility Agreement (“Investment Transaction”), to consummate the terms of the binding terms sheet announced on 14 February 2019 and 29 March 2019. The final investment size was agreed as US$3 million (“Loan”), with the first US$1 million expected to be drawn down within the next few days and the second advance of US$2 million drawable 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.

Chairman, Alex Molyneux commented, “I’m very pleased to welcome Baker Steel as our partner for continued development of the Unkur Copper-Silver Project. We were very successful with our first round of exploration leading to a sizable maiden resource and we firmly believe we can transformationally grow the mineralized envelope from here in the now fully funded next phase.”

Mr Trevor Steel, Managing Partner and Chief Investment Officer of Baker Steel Capital Managers LLP ("BSCM") will, in connection with closing, be 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.

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.

As previously announced, the Loan will bear interest at an annual rate of 8%, payable semi-annually, and will mature on December 31, 2022.BSRT will be permitted to convert some or all of the principal amount of the Loan at any time, at a conversion price of C$0.14 per common share, into common shares of the Company. Azarga Metals will be permitted at any time to convert the interest owing under the Loan into common shares of the Company at a conversion price equal to the Market Price (as defined in the Corporate Finance Manual of the TSX Venture Exchange) on the day of the interest election notice.

On completion of the Investment Transaction, the Company has agreed to issue such number of warrants (the “Warrants”) to BSRT as is equivalent to to US$1,714,285 converted into Canadian dollars using the Bank of Canada closing rate on the date prior to the issuance. Each Warrant will exercisable for a period of two years for one common share of the Company at a price per common share of C$0.17.

Provided that the Investment Transaction completes, the full amount is drawn (i.e., both tranches) and the Warrants are issued, assuming conversion of the full Loan and all interest at maturity, as well as exercise of the Warrants, an exchange rate of US$1 = C$1.3316 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 9, 2019, BSRT would beneficially own and control an aggregate of 51,878,038 common shares of the Company, representing a beneficial ownership interest of approximately 36.46% of the issued and outstanding shares of the Company (post-issuance of the shares).On April 2, 2019, the majority of the disinterested shareholders of Azarga Metals approved, by way of a consent resolution, BSRT becoming a control person of the Company.

Prior to completion of the Investment Transaction, BSRT currently owns no common shares of the Company.

In connection with the Investment Transaction, the Company will grant BSRT the right to be nominate one director to the board of the Company, for so long as any principal amount of the Loan is outstanding.In addition, if at any time, BSRT directly or indirectly owns 20% or more of the common shares of the Company, it will be entitled to nominate two persons to the board of the Company.

Also in connection with the Investment Transaction, the Company agreed to grant BSRT an option to acquire a portion of the Unkur net smelter royalty for US$5.0 million.

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.

Qualified Person

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.

"Alex Molyneux"
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.

Cautionary Statement:

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.