Baker Steel Transaction Closed
AZARGA METALS CORP.
UNIT 1 – 15782 MARINE DRIVE, WHITE ROCK, B.C. V4B 1E6, CANADA
www.azargametals.com
FOR IMMEDIATE RELEASE
15 April 2019 TSX-V: AZR
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 U S$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 pr ior 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, 202 1 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 progr am 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 min eralized 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.
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If no amounts other than first tranche are drawn down by the Company, assuming conversion of
first tranche and all associated interest at matu rity, 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 contr ol 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 unde r 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$1.33 78 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 5 2,119,585 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 conti nue 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 obta ined 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.
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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined
in the policies of the TSX Venture Exchange) accepts r esponsibility 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 char acterized 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 invo lve 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.