TNR Gold Announces $250,000 Non-Brokered Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
NEWS RELEASE
TNR Gold Announces $250,000 Non-Brokered Private Placement
Vancouver, British Columbia – November 25, 2021: TNR Gold Corp. (TSX-V: TNR) (“TNR”, “TNR
Gold” or the “Company”) is pleased to announce that it is arranging a non-brokered private placement
(the “Private Placement”) of up to 5,000,000 units (each a “Unit”) at a price of $0.05 per Unit to raise up
to CAN $250,000. Each Unit will consist of one common share of the Company and one half of a non-
transferable common share purchase warrant (each a “ Warrant”). Each whole Warrant will be
exercisable into one common share in the capital of the Company at an exercise price of CAN $0.075
per share for two years from the date of issue.
The proceeds o f the Private Placement will be used for exploration, maintenance of the Shotgun Gold
project and for general working capital purposes. All Private Placement securities will be restricted from
trading for a period of four months plus one day from the date of closing.
Kirill Klip, Executive Chairman of the Company and a non-arms’ length party, will participate in this Private
Placement. The issuance of private placement securities to non-arms’ length parties constitutes related-
party transactions under Mult ilateral Instrument 61 -101 - Protection of Minority Security Holders in
Special Transactions (“MI 61 -101”). Because the Company’s shares trade only on the TSX Venture
Exchange, the issuance of securities is exempt from the formal valuation requirements of Section 5.4 of
MI 61 -101 pursuant to Subsection 5.5(b) of MI 61 -101 and exempt from the minority approval
requirements of Section 5.6 of MI 61-101 pursuant to Section 5.7(b).
ABOUT TNR GOLD CORP.
TNR Gold Corp. is working to become the green energy metals royalty and gold company.
Over the past twenty -five years, TNR, through its lead generator business model, has been successful
in generating high -quality exploration projects around the globe. Wit h the Company’s expertise,
resources and industry network, it identified the potential of the Los Azules Copper Project in Argentina
and now holds a 0.4% NSR Royalty on the project, which is being developed by McEwen Mining Inc ,
(TNR holds a 0.04% NSR on behalf of a shareholder).
In 2009, TNR founded International Lithium Corp. (“ILC”), a green energy metals company that was made
public through the spin-out of TNR’s energy metals portfolio in 2011. ILC held interests in lithium projects
in Argentina, Ireland and Canada.
TNR retains a 2.0% NSR Royalty on the Mariana Lithium Project in Argentina with Ganfeng Lithium ,
(TNR holds a 0.2% NSR on behalf of a shareholder). Ganfeng’s subsidiary, Litio Minera Argentina, has
a right to repurchase 1.0% of the NSR Royalty on the Mariana Project, of which 0.9% relates to the
1055 Dunsmuir Street, Suite 3500
Vancouver, British Columbia
V7X 1H7, Canada
T: +1 (604) 229-8129
E-mail: [email protected]
Website: http://www.tnrgoldcorp.com
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Company’s NSR Royalty interest. The Company would receive $900,000 on the completion of the
repurchase. The project is currently being advanced by Ganfeng Lithium International Co. Ltd.
TNR provides significant exposure to gold through its 90% holding in the Shotgun Gold porphyry project
in Alaska. The project is located in South western Alaska near the Donlin Gold project, which is being
developed by Barrick Gold and Novagold Resources Inc.
The Company’s strategy with Shotgun Gold Project is to attract a joint venture partner ship with one of
the gold major mining companies. The Company is actively introducing the project to interested parties.
At its core, TNR provides significant exposure to gold, copper , silver and lithium through its holdings in
Alaska (the Shotgun Gold porphyry project) and Argentina ( the Los Azules Copper and the Mariana
Lithium projects) and is committed to the continued generati on 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 charac terized
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 commodities, the results of McEwen
Mining’s and Ganfeng Lithium’s PEAs, and improvements in the financial performance of the Company.
Such forward-looking information is based on a number of assumptions and subject to a varie ty 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 p rofile on www.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, a ctual 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 financing 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
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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 partners, McEwen Mining Inc. and Ganfeng
Lithium will continue substantially in the ordinary course, including without limitation with respect to
general industry conditions, general level s 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 sh ould circumstances or management’s estimates or
opinions change.