TNR Gold Adopts Shareholder Rights Plan
NEWS RELEASE
TNR Gold Adopts Shareholder Rights Plan
VANCOUVER, British Columbia – July 20, 2023: TNR Gold Corp. (TSX-V: TNR) (“TNR”, “TNR Gold”
or the “Company”) is pleased to announce that the board of directors of the Company (the “Board”) has
approved the adoption of a shareholder rights plan (the “Rights Plan”) pursuant to a shareholder rights
plan agreement entered into with Computershare Trust Company of Canada, as rights agent (the “Rights
Agent”) dated July 20, 2023 (the “Effective Date”).
The adoption of the Rights Plan is intended to ensure, to the extent possible, that all shareholders of the
Company are treated fairly and equally in connection with any unsolicited take -over bid or other
acquisition of control of or a significant interest in the Company and to protect against acquisitions of
control of the Company through purchases of common shares of the Company that are exempt from
applicable Canadian take-over bid rules, also referred to as "creeping" take-over bids. Furthermore, the
Rights Plan will ensure the Board is provided with adequate time to consider and evaluate such a take -
over bid or other acquisition and, if appropriate, identify, develop and negotiate any value -enhancing
alternatives.
The Rights Plan is substantially simil ar to shareholder rights plans adopted by other Canadian issuers
and the Rights Plan is not being adopted in response to any specific proposal to acquire control of the
Company.
In accordance with the terms of the Rights Plan, one right (a “Right”) will be issued and attached to each
common share in the capital of the Company (a “ Share”) outstanding as of the record time under the
Rights Plan. A Right will also be attached to each Share issued after the Effective Date in accordance
with the terms of the Ri ghts Plan. The issuance of the Rights will not change the manner in which
shareholders trade their Shares and the Rights will automatically attach to the Shares with no further
action required by shareholders.
Subject to the terms of the Rights Plan, the Rights issued under the Rights Plan become exercisable only
if a person (an “ Acquiring Person”), together with certain parties related to such person, acquires or
announces its intention to acquire beneficial ownership of 20% or more of the outstanding Shares without
complying with the “Permitted Bid” provisions of the Rights Plan. Following a transaction that results in a
person becoming an Acquiring Person, the Rights entitle the holders thereof (other than the Acquiring
Person and certain related partie s) to purchase Shares at a significant discount to the market price at
that time. Under the Rights Plan, a “Permitted Bid” is a take-over bid that is made to all holders of Shares
(other than the offeror under the take-over bid) and satisfies the following:
• no Shares will be taken up or paid for under the take -over bid for at least 105 days following
the commencement of the take -over bid or such shorter period that a take -over bid must
#1120, 789 West Pender Street
Vancouver, British Columbia
V6C 1H2, Canada
T: +1 (604) 229-8129
E-mail: [email protected]
Website: http://www.tnrgoldcorp.com
2
remain open for deposits of securities pursuant to applicable Canadian securities laws;
• no Shares will be taken up or paid for under the take -over bid unless, at the time of take -up
or payment, more than 50% of the outstanding Shares held by shareholders other than the
offeror (or any associate or affiliate of the offeror or any other person acting jointly or in concert
with the offeror) have been deposited pursuant to the take-over bid and not withdrawn;
• if, on the date specified for take -up and payment, the minimum tender condition described
above is satisfied, the terms of the take-over bid will provide for an additional period of at least
ten business days to permit any non-tendering shareholders to tender their Shares; and
• the offeror agrees under the terms of the take-over bid that Shares may be deposited to and
withdrawn from the take-over bid at any time before they are taken up and paid for.
The Rights Plan is subject to the acceptance of the TSX Venture Exchange and, although the Rights
Plan is effective as of the Effective Date, it is subject to shareholder ratification within six months of its
adoption, failing which it will terminate.
The description of the Rights Plan in this press release is qualified in its entirety by the full text of the
Rights Plan. A copy of the Rights Plan is available on SEDAR under the Compan y’s profile at
www.sedar.com. A summary of the Rights Plan will also be included in the management information
circular of the Company prepared in connection with the next shareholder’s meeting.
ABOUT TNR GOLD CORP.
TNR Gold Corp. is working to become the green energy metals royalty and gold company.
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 Company’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 Company 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.
3
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 portfo lio 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 D onlin Gold project, which is being
developed by Barrick Gold and Novagold Resources. The Company’s strategy with the Shotgun 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 generation of in -demand projects, while diversifying its markets and
building shareholder value.
On behalf of the Board of Directors,
Kirill Klip
Executive Chairman
www.tnrgoldcorp.com
For further information concerning this news release please contact +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, for ward-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 commodities, 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 www.sedar.com. While
management believes that the assumption s made and reflected in this news release are reasonable,
4
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 that 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 p artners, 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 forward -looking information should circumstances or management’s estimates or
opinions change.