Anglo Asian Regulatory News (AAZ)

Anglo Asian Mining plc / Ticker: AAZ / Index: AIM / Sector: Mining

23 December 2021

Anglo Asian Mining plc

Strategic investment of 19.9 per cent. in Libero Copper & Gold Corporation

Subscription for 12.6 million new shares for CAN$6.3 million (US$4.9 million)

Anglo Asian Mining plc ("Anglo Asian" or the "Company"), the AIM listed gold, copper and silver producer primarily focused in Azerbaijan, is pleased to announce that it has entered into a subscription agreement ("Subscription Agreement") to acquire 19.9 per cent. of Libero Copper & Gold Corporation ("Libero"). Libero is listed on the TSX Venture Exchange (ticker: LBC) in Canada and owns, or has the option to acquire, several copper exploration properties in North and South America including Mocoa in Colombia, one of the world's largest undeveloped copper-molybdenum resources. The acquisition is in line with the Company's strategy of increasing its interests in copper and gold properties both in Azerbaijan and Internationally.

All references to "US$" are to United States dollars and all references to "CAN$" are to Canadian dollars. An exchange rate of US$1 = CAN$1.29 has been used throughout.

Highlights

· Strategic interest of 19.9 per cent. to be acquired in Libero for CAN$6.3 million (US$4.9 million)

o 9.9 per cent. acquired immediately upon the closing of the Subscription Agreement at approximately 11 am (Pacific Standard Time) on 22 December 2021

o Acquisition of the remaining 10 per cent. is subject to the regulatory approval of the TSX Venture Exchange ("TSXV") with completion expected in the first quarter of 2022

· Strategic partnership established with Libero

o Libero recognises Anglo Asian's strong technical experience and a technical committee with representatives from both companies is being established to determine Libero's future exploration strategies

o Funds invested by Anglo Asian in Libero will primarily be used for the exploration of the Mocoa project

o Anglo Asian will nominate one of its existing board members to be appointed as a director to the board of Libero

· Libero has an extremely attractive portfolio of exploration assets in mining-friendly jurisdictions in North and South America

o Mocoa - a porphyry copper-molybdenum deposit located in Putumayo, Colombia

o Big Bulk - a porphyry copper-gold target located 50 kilometres southeast of Stewart, British Columbia, Canada

o Big Red - a new porphyry copper-gold discovery in the Golden Triangle, British Columbia, Canada 

o Esperanza - a porphyry copper-gold and epithermal gold project located in the Huachi mining district, San Juan province, Argentina

· Libero has a highly experienced and competent management team

· Libero has strong relationships with local communities across its geographies and is committed to maintaining its social licence to operate

Transaction Overview

· 19.9 per cent. interest to be acquired in Libero

o A total of 12,600,000 new shares to be subscribed for in Libero at CAN$ 50 cents per share (the "Shares"), a total investment of CAN$6.3 million (US$4.9 million) by way of a private placement

§ 5,600,000 Shares for an initial 9.9 per cent. interest in Libero acquired immediately on the closing of the Subscription Agreement for CAN$2.8m (US$2.2m)

§ 7,000,000 Shares for a total interest of 19.9 per cent. to be acquired for CAN$3.5m (US$2.7m) following regulatory approval of the TSXV with completion expected in the first quarter of 2022

o Each Share has half a warrant attached giving a total of 6,300,000 million warrants to subscribe for new Shares of Libero at CAN$ 75 cents (the "Warrants")

§ Warrants are exercisable for two years from the date of issue of each tranche of the Shares

§ Libero has the right to demand exercise of the Warrants within 30 days if the closing price of the Shares in Libero remain above CAN$1.00 for 10 consecutive trading days

· The Shares issued are subject to a four month statutory hold period

· Anglo Asian has been granted a comprehensive package of participation rights over future share issues of Libero to avoid any dilution of its shareholding

· "Piggyback" rights (the "Rights") have been granted to Anglo Asian

o Rights become effective on the fifth anniversary of the signing the Subscription Agreement

o Rights will enable Anglo Asian to sell its shares to the public as a secondary offering should Libero sell future shares by way of a prospectus

· Anglo Asian's right to nominate one director to the board of Libero, its participation in the technical committee and its participation rights are conditional upon it maintaining a 9.9 per cent. shareholding in Libero

· Libero has committed to place before, and recommend, a resolution to its next Annual General Meeting to approve Anglo Asian becoming a "Control Person" within the TSXV rules, permitting Anglo Asian to increase its shareholding above 20 per cent. to enable the exercise of its Warrants

Anglo Asian CEO Reza Vaziri commented: 

"I am delighted to announce the agreement to acquire a 19.9 per cent. shareholding in Libero, our first investment outside of Azerbaijan. This strategic investment is aligned with our broader growth strategy to build upon our deep technical knowledge of the mining industry and expand our involvement in mining beyond our core focus in Azerbaijan. It continues to enhance our exposure to significant copper properties without weakening the Company's balance sheet.

"I would also like to thank the staff of both Libero and Anglo Asian and their professional advisors who worked tirelessly to close this investment before the end of 2021. This was necessary to enable Libero to maintain the momentum of its Mocoa drilling programme."

Anglo Asian Vice-President, Stephen Westhead commented: 

"Libero has an extremely exciting portfolio of assets for exploration and development, and in particular, we believe that the Mocoa project with its promising copper resource has the potential to become a major copper mine. The other assets in Libero's portfolio also have significant exploration and development potential to be major contributors to Anglo Asians's growth.

"We are pleased to be launching technical collaboration between our companies. We look forward to working closely with Libero on its future exploration and development programmes to maximise the shareholder value of both companies."

Libero President & CEO, Ian Harris commented:

"Our focus has always been investing our exploration dollars into projects that have the potential to become future copper mines and having a mine builder mentality to advance and de-risk our projects as quickly as possible. We are elated to now have Anglo Asian Mining as a partner. An experienced partner that has built and is operating existing mines. I have personally visited their mines and can attest to the efficiency of the operations, the technical knowledge of their team and their ability to nimbly adapt. We look forward to tapping into that know-how to incorporate it into our plans and strategy as we continue to advance three significant projects, each with the potential to become future copper mines."

Libero Copper & Gold Corporation

Libero is a holding company incorporated in British Columbia, Canada with its head office in Vancouver, British Columbia. It has a very experienced and seasoned board of directors and management team and its Executive Chairman is Ian Slater, who has founded numerous companies and been involved in the Mining industry for 25 years. The Company's management team is led by Ian Harris, Chief Executive Officer and President, who is a mining engineer with over 20 years' experience leading mining projects worldwide including over 10 years working and living in South America. Libero is listed on the Toronto Venture Exchange (ticker: LBC). For further information, visit: https://www.liberocopper.com

Libero holds a collection of porphyry copper deposits throughout the Americas in prolific mineral regions in mining-friendly, stable jurisdictions. Its mining properties include:

Mocoa

Mocoa is a porphyry copper-molybdenum deposit located in Putumayo, Colombia in the Jurrasic porphyry belt which extends through Ecuador and Colombia and includes the Mirador mine and Waritza deposit. A pit-constrained NI 43-101 compliant resource at Mocoa contains 636 million tonnes of 0.45 per cent. copper equivalent* at a 0.25 per cent. cut-off grade containing 4.6 billion pounds of copper and 511 million pounds of molybdenum. Mocoa is open in both directions, along strike and at depth. Libero recently completed high-resolution airborne magnetic-radiometric and LiDAR surveys over an 8,100 hectare area at the property and interpretation of these data is currently focusing on identifying potential extensions to the north, south, east, and at depth, of the deposit and targeting new potential porphyry centers. A drilling campaign is currently being organised and Libero has recently signed access and land use agreements with all landowners required to provide easier access to the Mocoa porphyry copper-molybdenum project deposit area. It is expected that drilling will commence in Q1 2022.

*Copper equivalent grades are for comparative purposes only. Calculations are uncut and recovery is assumed to be 100 per cent. as insufficient metallurgical data is available. Metal price used to calculate are in United States dollars: Copper: $3.00/lb; Molybdenum: $10.00/lb.

Big Bulk

Big Bulk is a porphyry copper-gold target located 50 kilometres southeast of Stewart, British Columbia, Canada. Big Bulk is fully permitted. In September 2021, the Company completed a 2,000 metre diamond drill programme at Big Bulk.

Big Red

Big Red is a new porphyry copper-gold discovery in the Golden Triangle, British Columbia, Canada - a geological province famous for its prodigious gold and copper mineralisation. The initial drill programme was completed during the 2020 field season resulting in the Terry discovery. Four holes were drilled at the end of the season and each of the holes was mineralised from surface to end of hole. In October 2021 the Company completed an initial 5,000 metre diamond drill programme.

Esperanza

Esperanza is a porphyry copper-gold and epithermal gold project located in the prolific precious and base metal endowed Huachi mining district, San Juan province, Argentina.

Competent Person Statement

Thomas Mumford, Ph.D., P.Geo, a qualified person under National Instrument 43-101, is the Qualified Person responsible for the technical content of this announcement in connection with the Mocoa resource and has reviewed and approved it accordingly. Thomas Mumford is the Chief Executive Officer of Serac Exploration Limited, a technical services company, working for Libero Copper & Gold Corporation. Thomas Mumford consents to the inclusion in the announcement of the matters based on his information in the form and context in which it appears. Thomas Mumford has sufficient experience, relevant to the style of mineralisation and type of deposit under consideration and to the activity that he is undertaking, to qualify as a "qualified person" as defined by the AIM Rules.

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

**ENDS**

For further information please contact:

Notes to editors:

Anglo Asian Mining plc (AIM:AAZ) is a gold, copper and silver producer in Central Asia with a broad portfolio of production and exploration assets in Azerbaijan. The Company produced 67,249 gold equivalent ounces ("GEOs") for the year ended 31 December 2020. The Company has a production target for the year to 31 December 2021 of 48,000 ounces to 54,000 ounces of gold and 2,500 tonnes to 2,800 tonnes of copper. This total production target expressed as gold equivalent ounces ("GEOs") at budgeted prices is between 64,000 GEOs and 72,000 GEOs.

The Company has recently announced a transaction with the Government of Azerbaijan which grants it three additional concessions with a combined area of 882 square kilometers which include the Garadagh porphyry copper deposit with a Soviet classified resource of over 300,000 tonnes of copper. The transaction is subject to ratification by the parliament of Azerbaijan.

https://www.angloasianmining.com/