TNR Gold – Los Azules Copper, Gold & Silver Project NSR Royalty Update; McEwen Mining Announces US$30 Million Investment by Nuton, a Rio Tinto Venture
NEWS RELEASE
TNR Gold – Los Azules Copper, Gold & Silver Project NSR
Royalty Update; McEwen Mining Announces US$30 Million
Investment by Nuton, a Rio Tinto Venture
Vancouver, British Columbia – March 6, 2023: TNR Gold Corp. (TSX-V: TNR) (“TNR”, “TNR Gold”
or the “ Company”) is pleased to announce that McEwen Mining Inc. (“ McEwen Mining”) provided an
update on the Los Azules copper, gold and silver project in San Juan, Argentina. TNR holds a 0.4% net
smelter returns royalty (“NSR Royalty”) (of which 0.04% of the 0.4% NSR Royalty is held on behalf of a
shareholder) on the Los Azules Copper Project. The Los Azules Copper Project is held by McEwen
Copper Inc., a subsidiary of McEwen Mining.
The news release issued by McEwen Mining on February 27, 2022, stated:
“McEwen Copper Inc., a subsidiary of McEwen Mining Inc. (NYSE: MUX) (TSX: MUX), is
pleased to announce a binding agreement for an additional US$30 million investment by Nuton
LLC, a Rio Tinto Venture, and existing McEwen Copper shareholder.
Nuton has agreed to invest US$30 million to acquire shares of McEwen Copper in a two -part
transaction expected to close no later than March 10th, 2023 (the “Nuton Transaction”) consisting
of: 1. Private placement of 350,000 McEwen Copper common shares, and 2. Purchase of
1,250,000 common shares owned by McEwen Mining in a secondary sale. Proceeds of the
subscription and purchase are expected to be approximately US$6.5 million to McEwen Copper
and US$23.5 million McEwen Mining, respectively. The proceeds of the private placement will
be used to advance development of the Los Azules copper project in San Juan, Argentina, and
for general corporate purposes.
After closing, Nuton will own 14.2% of McEwen Copper on a fully diluted basis, and McEwen
Mining will own 51.9%. The transaction values McEwen Copper at approximately US$550
million.
McEwen Copper Chief Executive Rob McEwen said: “We are extremely pleased to have Nuton’s
strong continued participation in McEwen Copper. Together we are exploring new technologies
that save energy, water, time and capital in the pursuit of delivering green copper to Argentina
and the world, a product that will contribute to the electrification of transportation and the
protection of our atmosphere.”
#1120, 789 West Pender Street,
Vancouver, B.C.
V6C 1H2 , Canada
T: +1 (604) 229-8129
E-mail: [email protected]
Website: http://www.tnrgoldcorp.com
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In connection with the Transaction, McEwen Copper and certain of its affiliates entered into an
Amended Collaboration Agreement (the " New Nuton Collaboration Agreement”) and a
Copper Cathodes and Concentrates Purchase Rights Agreement (the “ CCCPRA”), which are
described below.
The New Nuton Collaboration Agreement provides for the following additional rights beyond
those in the original Nuton Collaboration Agreement (see news release dated Aug 31, 2022):
• Nuton will have the opportunity to provide local currency funding, in certain circumstances,
for advancement of the Los Azules project;
• Comprehensive scientific, technical and strategic planning information rights;
• Extension of exclusivity over novel, trade secret or patented copper heap leach
technologies until August 10, 2024;
• Pre-emptive rights to maintain their ownership percentage in any follow-on equity offering;
and
• Agreement of McEwen Mining and Rob McEwen to not trigger Drag Along Rights in the
event of a bid for McEwen Copper prior to the planned initial public offering (IPO).
The CCCPRA provides an option to Nuton that, if exercised to its maximum extent, would allow
them to purchase a percentage of the copper products (cathodes, concentrates, etc.) produced
from the Los Azules project equal to their equity ownership percentage in McEwen Copper at
the time of exercise.
About Nuton
Nuton is an innovative new venture that aims to help grow Rio Tinto’s copper business. At the
core of Nuton is a portfolio of proprietary copper leach -related technologies and capability – a
product of almost 30 years of research and development. Nuton ™ Technologies offer the
potential to economically unlock copper sulphide resources, copper bearing waste and tailings,
and achieve higher copper recoveries on oxide and transitional material, allowing for a
significantly increased copper production. One of the key differentiators of Nuton is the potential
to deliver leading environmental performance, including mor e efficient water usage, lower
carbon emissions, and the ability to reclaim mine sites by reprocessing mine waste.
About Rio Tinto
Rio Tinto is the second largest mining and metals company in the world, operating in 35
countries, and producing the raw materials essential to human progress. It aims to help pioneer
a more sustainable future, from partnering in the development of technology that can make the
aluminum smelting process entirely free of direct greenhouse gas (GHG) emissions, to providing
the world with the materials it needs – such as copper – to build a new low-carbon economy and
products like electric vehicles, charging infrastructure and smartphones.
About McEwen Copper
McEwen Copper Inc. holds 100% interest in the Los Azules copper project in San Juan,
Argentina and the Elder Creek project in Nevada, USA (subject to an earn-in by Rio Tinto).
Los Azules was ranked in the top 10 largest undeveloped copper deposits in the world by Mining
Intelligence (2022). Its current copper resources are estimated at 10.2 billion pounds at a grade
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of 0.48% Cu (Indicated category) and an additional 19.3 billion pounds at a grade of 0.33% Cu
(Inferred category).
After closing the Nuton Transaction, McEwen Copper will have 28,885,000 common shares
outstanding on a fully diluted basis, and its shareholders are: McEwen Mining Inc. 51.9%,
Stellantis 14.2%, Nuton 14.2%, Rob McEwen 13.8%, Victor Smorgon Group 3.5%, and other
shareholders 2.4%.
About McEwen Mining
McEwen Mining is a gold and silver producer with o perations in Nevada, Canada, Mexico and
Argentina. In addition, it owns approximately 52% of McEwen Copper which owns the large,
advanced stage Los Azules copper project in Argentina. The Company’s goal is to improve the
productivity and life of its assets with the objective of increasing its share price and providing a
yield. Its Chairman and Chief Owner has personally provided the company with $220 million and
takes an annual salary of $1.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.”
“We are pleased that significant developments on the advancement of the Los Azules Project towards
feasibility have brought Stellantis as a strategic partner in the future development of this giant copper,
gold and silver project. An additional US $30 million stake in McEwen Copper has been invested by Rio
Tinto's Venture Nuton,” stated Kirill Klip, TNR’s Chief Executive Officer. “TNR Gold's vision is aligned
with the leaders of innovation among automakers like Stellantis, with the aim of decarbonizing mobility,
and our mining industry leaders like Rob McEwen, with a vision ‘to build a mine for the future, based on
regenerative principles that can achieve net zero carbon emissions by 2038.’
Los Azules was ranked in the top 10 largest undeveloped copper deposits in the world by “Mining
Intelligence” (2022). It’s very encouraging to see the opportunity to expand the deposit, and the
involvement of Rio Tinto, which may accelerate realizing the enormous potential of the Los Azules Project
with Rio Tinto’s innovative technology. Together with Nuton, McEwen Copper is exploring new
technologies that save energy, water, time and capital, advancing Los Azules towards the goal of the
leading environmental performance.
Green energy rEVolution relies on the supply of critical metals like copper; delivering "green copper" to
Argentina and the world will contribute to the clean energy transition and electrification of transportation
and energy industries.
TNR Gold does not have to contribute any capital for the development of the Los Azules Project. The
essence of our business model is to have industry leaders like McEwen Mining as operators on the
projects that will potentially generate royalty cashflows to contribute significant value for our
shareholders.”
ABOUT TNR GOLD CORP.
TNR Gold Corp. is working to become the green energy metals royalty and gold company.
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Our business model provides a unique entry point in the creation of supply chains for critical materials
like energy metals that are powering the energy rEVolution, and the gold industry that is providing a
hedge for this stage of the economic cycle.
Our portfolio provides a unique combination of assets with exposure to multiple aspects of the mining
cycle: the power of blue-sky discovery and important partnerships with industry leaders as operators on
the projects that have the potential to generate royalty cashflows that will contribute significant value for
our shareholders.
Over the past twenty-seven years, TNR, through its lead generator business model, has been successful
in generating high -quality global exploration projects. With the Co mpany’s expertise, resources and
industry network, the potential of the Mariana Lithium Project and Los Azules Copper Project in Argentina
among many others have been recognized.
TNR holds a 1.5% NSR Royalty on the Mariana Lithium Project in Argentina, of which 0.15% NSR royalty
is held on behalf of a shareholder. Ganfeng Lithium’s subsidiary, Litio Minera Argentina (“LMA”), has the
right to repurchase 1.0% of the NSR royalty on the Mariana Project, of which 0.9% is the Company’s
NSR Royalty interest. The C ompany would receive CAN$900,000 and its shareholder would receive
CAN$100,000 on the repurchase by LMA, resulting in TNR holding a 0.45% NSR royalty and its
shareholder holding a 0.05% NSR royalty.
The Mariana Lithium Project is 100% owned by Ganfeng Lithium. The Mariana Lithium Project has been
approved by the Argentina provincial government of Salta for an environmental impact report, and the
construction of a 20,000 tons-per-annum lithium chloride plant has commenced.
TNR Gold also holds a 0.4% NSR Royalty on the Los Azules Copper Project, of which 0.04% of the 0.4%
NSR royalty is held on behalf of a shareholder . The Los Azules Copper Project is being developed by
McEwen Mining.
TNR also holds a 7% net profits royalty holding on the Batidero I and II properties of the Josemaria Project
that is being developed by Lundin Mining. Lundin Mining is part of the Lundin Group, a portfolio of
companies producing a variety of commodities in several countries worldwide.
TNR provides significant exposure to gold through its 90% holding in the Shotgun Gold porphyry project
in Alaska. The project is located in Southwestern Alaska near the Donlin Gold project, which is being
developed by Barrick Gold and Novagold Resources. The Company’s strategy with the Shot gun Gold
Project is to attract a joint venture partnership with a major gold mining company. The Company is
actively introducing the project to interested parties.
At its core, TNR provides a wide scope of exposure to gold, copper, silver and lithium through its holdings
in Alaska (the Shotgun Gold porphyry project) and royalty holdings in Argentina (the Mariana Lithium
project, the Los Azules Copper Project and the Batidero I & II properties of the Josemaria Project), and
is committed to the continued gene ration of in -demand projects, while diversifying its markets and
building shareholder value.
On behalf of the Board of Directors,
Kirill Klip
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Executive Chairman
www.tnrgoldcorp.com
For further information concerning this news release please contact Kirill Klip +1 604-229-8129
Neither 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 Regarding Forward-Looking Information
Except for statements of historical fact, this news release contains certain “forward -looking information”
within the meaning of applicable securities law. Forward -looking information is frequently characterized
by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “will”, “could” and
other similar words, or statements that certain events or conditions “may” or “could” occur, although not
all forward-looking statements contain these identifying words. Specifically, forward -looking statements
in this news release include, but are not limited to, statements made in relation to: TNR’s corporate
objectives, changes in share capital, market conditions for energy comm odities, the successful
completion of sales of portions of the NSR royalties and decisions of the government agencies and other
regulators in Argentina . Such forward -looking information is based on a number of assumptions and
subject to a variety of risks and uncertainties, including but not limited to those discussed in the sections
entitled “Risks” and “Forward-Looking Statements” in the Company’s interim and annual Management’s
Discussion and Analysis which are available under the Company’s profile on ww w.sedar.com. While
management believes that the assumptions made and reflected in this news release are reasonable,
should one or more of the risks, uncertainties or other factors materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those described in forward-looking
information. In particular, there can be no assurance that: TNR will be able to repay its loans or complete
any further royalty acquisitions or sales; debt or other financings will be available to TNR; or that TNR
will be able to achieve any of its corporate objectives. TNR relies on the confirmation of its ownership for
mining claims from the appropriate government agencies when paying rental payments for such mining
claims requested by these agencies. There could be a risk in the future of the changing internal policies
of such government agencies or risk related to the third parties challenging in the future the ownership of
such mining claims. Given these uncertainties, readers are cautioned t hat forward-looking statements
included herein are not guarantees of future performance, and such forward -looking statements should
not be unduly relied on.
In formulating the forward-looking statements contained herein, management has assumed that business
and economic conditions affecting TNR and its royalty partners, McEwen Mining Inc., Ganfeng Lithium ,
and Lundin Mining will continue substantially in the ordinary course, including without limitation with
respect to general industry conditions, general levels of economic activity and regulations. These
assumptions, although considered reasonable by management at the time of preparation, may prove to
be incorrect.
Forward-looking information herein and all subsequent written and oral forward-looking information are
based on estimates and opinions of management on the dates they are made and are expressly qualified
in their entirety by this cautionary statement. Except as required by law, the Company assumes no
obligation to update forw ard-looking information should circumstances or management’s estimates or
opinions change.
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