Salazar Resources Limited
TSX VENTURE : SRL
FRANKFURT : CCG

Salazar Resources Limited

April 27, 2016 17:36 ET

Salazar Announces Closing of Private Placement and Debt Settlement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 27, 2016) - Salazar Resources Ltd. (TSX VENTURE:SRL)(FRANKFURT:CCG) (the "Company") - Mr. Fredy Salazar, President and CEO is pleased to announce that further to the Company's news release of April 6, 2016, the Company has completed a US$1,050,000 private placement (the "Private Placement") and debt settlement, two elements of its previously announced recapitalization plan.

Pursuant to the Private Placement, the Company sold 22,293,398 units ("Units") to arm's length financiers to raise US$1,050,000. The Units were sold at a price of Cdn$0.06, with each Unit being comprised of a common share of the Company (a "Unit Share") and a half warrant, with each full warrant (a "Warrant") entitling the holder to purchase an additional common share of the Company at a price of Cdn$0.12 (the "Warrant Exercise Price") for a period of two years from closing. The Private Placement was led by Resource Capital Fund VI L.P. ("RCF VI") which subscribed for US$820,000 of the Private Placement. Pursuant to the Company's subscription agreement with RCF VI, the parties are to determine a mutually-acceptable work program within three months of closing of the Private Placement and, if a work program, cannot be settled within such period, RCF VI will be issued an additional Warrant for each whole Warrant issued in the Private Placement and the Warrant Exercise Price for RCF VI's Warrants will be reduced to Cdn$0.069.

The Company has also settled certain of its outstanding debt with existing creditors by way of the issuance of 14,277,483 Units to such creditors (the "Debt Conversion Units") at a deemed price of Cdn$0.06 per Debt Conversion Unit. The debt settled by the issuance of these Debt Conversion Units were in respect of cash advances the Company received from both arm's length parties and certain insiders to assist the Company with maintaining operations and paying all core costs including prior years' tenure payments on its properties. A further 8,484,847 Debt Conversion Units are to be issued in settlement of debt concurrently with the first closing of the royalty sale referred to below. In addition, the Company has issued a further 5,600,132 common shares (the "Debt Conversion Shares") to both insiders and non-insiders in settlement of accrued and unpaid compensation of US$258,726 at a deemed price of Cdn $0.06 per share. A further US$265,783 of debt owing to such persons was also forgiven.

All of the Unit Shares comprising the Units and Debt Conversion Units, the common shares issuable upon the exercise of Warrants and all Debt Conversion Shares have a hold period expiring on August 28, 2016.

The third part of the recapitalization plan involves the sale of a 2% net smelter returns royalty ("NSR") interest in its Curipamba project to RCF VI for US$4,750,000 (the "Royalty Sale"). The Royalty Sale is to be completed in two tranches of 1% for US$2,375,000, with closing of each tranche being subject to the satisfaction of conditions precedent. The Company is to negotiate definitive documentation with RCF VI and to work towards satisfying conditions precedent with a view to closing the first tranche of the Royalty Sale in late May.

The Company and RCF VI have agreed to a cash expenditure budget for the net proceeds received from the Private Placement and to be received from the Royalty Sale.

No change of control has occurred or will occur as a result of these transactions. RCF VI has the right to nominate a representative to the Company's Board of Directors provided that RCF VI or its affiliates hold at least 5% of the Company's issued and outstanding common shares or an interest in the Royalty. RCF VI also has the right to participate in future financings to maintain its equity interest. In addition, the Company will require the consent of RCF VI to raise equity or convertible debt at a price less than the Warrant Exercise Price until the Warrants expire, with such consent to not be unreasonably withheld.

About Resource Capital Funds

Resource Capital Funds ("RCF") is a group of commonly managed private equity funds, established in 1998 with a mining sector specific investment mandate spanning all hard mineral commodities and geographic regions. Since inception, RCF has supported 148 mining companies, with projects located in 47 countries and across 29 commodities. Further information about RCF can be found on its website (www.resourcecapitalfunds.com).

RCF has a strong team of investment professionals, with wide ranging industry and technical expertise and a demonstrated history of investments in mining globally. RCF's track record is based on its ability to pick technically and commercially compelling assets and support management to achieve desired outcomes whilst remaining throughout a source of patient capital. RCF aims to partner with companies to build strong, successful and sustainable businesses and in doing so strives to earn superior returns for all shareholders.

About Salazar Resources Limited

Salazar Resources Ltd. is a publicly-listed (TSX VENTURE:SRL)(FRANKFURT:CCG) mineral resource company engaged in the exploration and development of new highly-prospective areas in Ecuador. Led by a senior Ecuadorian management team and most notably by its namesake Fredy Salazar, this team has been instrumental in other major discoveries throughout Ecuador. Being based in Ecuador, thus having thorough knowledge of local human and environmental issues, gives the company a strategic advantage, enabling it to complete exploration at a rapid pace. With an excellent property portfolio (3 projects- 42,900 hectares), good geopolitical positioning and a number of strategic corporate and financial partnerships, Salazar has positioned itself to be a strategic player in Ecuador and throughout South America.

ON BEHALF OF THE BOARD OF SALAZAR RESOURCES LIMITED

Fredy Salazar, President & CEO, Salazar Resources Limited

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 news release.

This press release contains "forward-looking information" within the meaning of applicable Canadian securities laws. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. Forward-looking information herein includes, but is not limited to, statements that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as the successful completion of the Royalty Sale. Such forward-looking information is based on a number of material factors and assumptions, including that the parties will be able to negotiate a definitive agreement in respect of the Royalty Sale, and that the Company will be able to satisfy the conditions precedent to closing of such transaction. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company's disclosure documents on the SEDAR website at www.sedar.com. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information except in accordance with applicable securities laws.

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