Orsu Metals Conditional Sale of Karchiga and Kogodai Projects and Cancellation of Admission to Trading on AIM

 
TIDMOSU 
 
Conditional Sale of Karchiga and Kogodai Projects and Cancellation of Admission to Trading on AIM 
FOR:  ORSU METALS CORPORATION 
 
AIM, TSX SYMBOL:  OSU 
 
April 11, 2016 
 
Conditional Sale of Karchiga and Kogodai Projects and Cancellation of Admission to Trading on AIM 
 
LONDON, UNITED KINGDOM--(Marketwired - April 11, 2016) - Orsu Metals Corporation (AIM:OSU) (TSX:OSU) - 
 
Highlights 
 
=-  Orsu has conditionally agreed to sell its 94.75% interest in its 
    Karchiga Project 
    --  an initial consideration of US$7.75 million, plus 
    --  deferred consideration of up to US$2 million based on recovery of 
        VAT and relief obtained from accumulated tax losses 
 
=-  The sale of Karchiga will be conditional upon, among other things, 
    approval of a resolution to dispose of the Karchiga Project by 
    shareholders at an annual and special meeting and obtaining the formal 
    consent from the Kazakh authorities for the change in ownership. 
 
=-  It is expected that the shareholder meeting to approve the disposal of 
    Karchiga will take place during the second half of June 2016 
 
=-  The Company has also conditionally agreed to sell its effective 51% 
    interest in its Kogodai Project to the same party for $10,000, 
    conditional on the formal consent from the Kazakh authorities for the 
    change in ownership. 
 
=-  In addition, with a view to saving costs, the Company will apply for 
    cancellation of admission of its common shares to trading on AIM, with 
    effect from May 11, 2016. The Company will maintain its listing on the 
    TSX Main Board. 
 
Conditional Sale of Karchiga Project 
 
Orsu Metals Corporation, the London-based dual listed (TSX:OSU) (AIM:OSU) company, today announces that it has 
entered into an agreement (the "Sale and Purchase Agreement") with an arm's length party, Karasat Trading FZE 
(the "Purchaser"), a company registered in the United Arab Emirates with other mining interests in Kazakhstan, 
to sell its 94.75% interest in GRK MLD LLP ("MLD"), which owns the Company's Karchiga Project in the Republic 
of Kazakhstan ("Karchiga Project") for an initial US$7.75 million, plus deferred consideration of up to US$2 
million based on recovery of VAT and losses accumulated in MLD (the "Karchiga Transaction"). 
 
The key terms of the Sale and Purchase Agreement, which will be filed on SEDAR, are as follows. 
 
=-  A deposit of $100,000, payable within 14 business days of signing the 
    Sale and Purchase Agreement. 
=-  Initial consideration of $7.75 million (less the deposit) payable on 
    completion. 
=-  The initial consideration is to be allocated as follows: 
    --  $4,438,268 for the purchase of intercompany debt owed by MLD to Orsu 
    --  $3,311,502 for the purchase of intercompany debt owed by MLD to Lero 
        Gold Corp. ("Lero", the intermediate holding company for the 
        Karchiga Project); 
    --  $230 for the 94.75% interest in MLD held by Eildon Enterprises 
        Limited ("Eildon", the immediate parent undertaking of MLD). 
 
    (Together Orsu, Lero and Eildon are referred to as the "Sellers"). 
 
=-  Deferred consideration of up to US$2 million based on 67% of relief 
    obtained for corporate tax losses or recovery of VAT accumulated to the 
    completion date by MLD 
=-  The Transaction is subject to various significant conditions, including: 
    --  Approval of the Transaction by shareholders by way of a resolution 
        for the sale, to be proposed at an annual and special meeting. 
    --  The Purchaser obtaining the requisite antimonopoly approval from the 
        relevant Kazakh authorities (the "Antimonopoly Approval") 
    --  The Company obtaining the formal consent to the change in ownership 
        from the Ministry of Industry and Development (the "MID", the 
        relevant Kazakh authority) which is required under Kazakh law (the 
        "Consent"); 
    --  The Company obtaining an amendment to the licences to delay 
        commencement of production to the first quarter of 2019 (the 
        "Amendment") 
    --  the issuance or renewal (extension) of Technical Conditions for 
        connection to the electricity grid and to procure the sufficient 
        water supply for the facilities of the Project (including Technical 
        Conditions for water conduit) 
 
=-  If any of the Amendment, the Consent or the Antimonopoly Approval are 
    outstanding and the Purchaser does not agree to extend the longstop 
    date, the Sellers will repay the deposit to the Purchaser. 
=-  The longstop date is October 8, 2016, but will automatically roll 
    forward by a further a further three months if the only conditions not 
    satisfied at that time are one or more of the Consent, the Amendment or 
    the Antimonopoly Approval; the longstop date may also otherwise be 
    extended by the mutual agreement of the parties. 
=-  The Company will pay a termination fee of US$400,000 plus costs of the 
    Purchaser up to an additional US$150,000 in the event that it terminates 
    the agreement before Completion. 
=-  The Sale and Purchase Agreement contains commercial warranties and 
    indemnities from the Sellers. 
 
The Company will apply for the Consent as required under Kazakh law. Whilst the Directors are confident that 
the Company will receive the Consent and has obtained these in the past for previous transactions, the timing 
of the granting of such Consent is unknown and there can be no assurance that the Company will be successful in 
obtaining the Consent. Consequently, the Company will seek shareholder approval for the Transaction at its 
Annual and Special Shareholder Meeting to be scheduled for the second half of June 2016. Formal notice of the 
shareholder meeting to approve the Transaction will be provided in due course together with related shareholder 
documents including an information circular setting out the matters to be considered at the meeting. 
 
The carrying value of net assets attributable to the Karchiga Project in the Company's audited consolidated 
financial statements as at December 31, 2015 was US$7.9 million (net of the amount attributable to the non- 
controlling interest). The losses attributable to the Karchiga Project (including impairments and exchange 
losses) were US$1.6 million for the year ended December 31, 2015 (US$1.2 million for the year ended December 
31, 2014). 
 
Dr Sergey Kurzin, Executive Chairman of Orsu, commented: 'Although management believe in the long term 
prospects for copper, it cannot ignore the current economic reality of a sustained period of depressed 
commodity prices and of negative investor sentiment towards the resources sector generally and junior resource 
companies in particular, which have affected the Company's ability to finance the Karchiga Project both to date 
and in the foreseeable future. The sale of Karchiga, if completed, will provide the Company with a platform to 
identify new potential opportunities to seek to create value for shareholders.' 
 
Conditional sale of Kogodai Project 
 
In addition, the Company has conditionally agreed to sell its effective 51% interest in its Kogodai Project in 
the Republic of Kazakhstan to the same party for $10,000 (the "Kogodai Transaction", together with the Karchiga 
Transaction, the "Transactions"). The sale will be effected by the sale of the Company's 63.75% interest in 
Harssin Management B.V. which in turn owns a 100% interest in Orsu Metals Kazakhstan LLP which holds an 80% 
interest in Kogodai JV LLP. Kogodai JV LLP is the holder of the Kogodai Project licences. 
 
The Kogodai Transaction is conditional upon the Company obtaining the formal consent to the change in ownership 
from the MID which is required under Kazakh law. The Kogodai Transaction is not interconditional on the 
completion of the Karchiga Transaction. 
 
Management of the Company has concluded that, in the light of the proposed sale of the Karchiga Project, and 
the continuing uncertain economic environment facing the Company and the resources sector as a whole, the 
Kogodai Transaction would be beneficial to the Company because, if completed, it would release the Company from 
its ongoing exploration and related financial obligations for the Kogodai Project. 
 
As an early stage project, the carrying value of the Company's interest in the Kogodai Project as at December 
31, 2015 was $38,000 (net of the non-controlling interests). The losses attributable to the Kogodai Project 
were US$0.3 million for the year ended December 31, 2015 (US$0.5 million for the year ended December 31, 2014) 
 
Cancellation of AIM admission 
 
In view of the current economic situation and the depressed levels of commodity prices, management has 
considered the relative merits of maintaining the listing of its shares on both AIM and TSX, and today 
announces the cancellation of the admission of its shares to trading on AIM which will be effective from May 
11, 2016, subject to submission of the requisite notices prior to that date. 
 
In deciding to effect the cancellation of the admission of the Company's shares to trading on AIM, the 
following factors were considered significant in reaching this conclusion by the Board: 
 
=-  de-listing from AIM results in clearly identifiable cost savings, such 
    as the fees for retaining a Nominated Adviser and the annual fees 
    payable to the London Stock Exchange; 
=-  in contrast de-listing from TSX does not preclude the Company from 
    continuing to be a reporting issuer for Canadian securities law purposes 
    and so cost savings, if any, are likely to be far more limited; 
=-  the existing listing of the Company's shares on TSX will continue to 
    provide all shareholders with a comparable dealing facilities to enable 
    trading in the future. 
 
FORWARD-LOOKING INFORMATION 
 
This press release contains forward-looking information which is not comprised of historical facts. Forward- 
looking information involves risks, uncertainties and other factors that could cause actual events, results, 

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performance and opportunities to differ materially from those expressed or implied by such forward-looking 
information. Forward-looking information contained in this press release includes, but may not be limited to, 
the anticipated completion of the Transactions and the terms and timing related thereto, the Company's use of 
the proceeds from the Transactions, and the expected effect of the Transactions on the Company, the application 
for and obtaining of the Consent, the anticipated timing of the Company's Annual and Special Meeting and the 
anticipated consequences of de-listing from AIM. 
 
Factors that could cause actual results to differ materially from those described in such forward-looking 
information include, but are not limited to, the ability of the parties to satisfy any conditions to the 
completion of the Transactions disclosed herein, the inability to obtain, maintain, renew, amend and/or extend 
required licences, permits, authorizations and/or approvals from the appropriate regulatory authorities, 
including (without limitation) the Company's inability to obtain (or a delay in obtaining), among other things, 
the Amendment, and/or the Consent and/or the Purchaser's inability (or a delay in obtaining) the Antimonopoly 
Approval, and other risks relating to the regulatory framework in Kazakhstan, adverse changes in the laws or 
political environment in Kazakhstan, adverse changes in commodities prices, as well as certain other risks set 
out in the Company's public documents, including its annual information form dated March 30, 2016, filed under 
the Company's profile on SEDAR at www.sedar.com. 
 
The forward-looking information in this press release reflects the current expectations, assumptions and/or 
beliefs of the Company based on information currently available to the Company. In connection with the forward- 
looking information contained in this press release, the Company has made assumptions about: the satisfaction 
or waiver, as applicable, of any conditions to the completion of the Transactions disclosed herein; the 
Company's business, the economy and the mineral resources development and extraction industry in general; the 
Company's ability to obtain the Amendment and the Consent; and the Purchaser's ability to obtain the 
Antimonopoly Approval. The Company has also assumed that no significant events occur outside of the Company's 
normal course of business. Although the Company believes that the assumptions inherent in the forward-looking 
information are reasonable, forward-looking information is not a guarantee of future performance and 
accordingly undue reliance should not be put on such information due to the inherent uncertainty therein. 
 
Any forward-looking information speaks only as of the date on which it is made and, except as may be required 
by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking 
information, whether as a result of new information, future events or results or otherwise. 
 
FOR FURTHER INFORMATION PLEASE CONTACT: 
 
Orsu Metals Corporation 
Kevin Denham 
Chief Financial Officer 
[phone] 
 
OR 
 
Canaccord Genuity Limited 
Henry Fitzgerald O'Connor / Martin Davison 
[phone] 
www.orsumetals.com 
 
 
 
Orsu Metals Corporation 
 

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April 11, 2016 03:09 ET (07:09 GMT)