TNR Gold Announces Close of Non-Brokered Private Placement Final Tranche
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DISSEMINATION IN THE UNITED STATES
NEWS RELEASE
TNR Gold Announces Close of Non-Brokered Private Placement Final Tranche
Vancouver, British Columbia – January 15, 2021: TNR Gold Corp. (TSX-V: TNR) (“TNR”, “TNR Gold”
or the “ Company”) is pleased to announce the close of the final tranche of the non-brokered private
placement (the “Private Placement”) of up to 5,000,000 units (each a “Unit”) announced on November
3, 2020. On closing of the final tranche, the Company issued 1,870,000 Units at $0.05 per Unit for
proceeds of $93,500. Each Unit consists of one common share of the Company and one half of a non-
transferable common share purchase warrant ( each a “Warrant”) with each whole Warrant exercisable
into one common share of the Company at an exercise price of $0. 075 per share for two years from the
date of issue.
The proceeds of the Private Placement will be used for exploration, maintenance of the Shotgun Gold
project and for general working capital purposes.
On closing, the Company paid a cash finder’s fee of 5% of the gross proceeds sourced by the finder.
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, Maurice Brooks, CFO of the Company, Greg Johnson,
Director, and Konstantin Klip, Director, all non-arms’ length parties, participated in this Private Placement.
The issuance of priv ate placement securities to non-arms’ length part ies constitutes related-party
transactions under Multilateral 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 approva l requirements of
Section 5.6 of MI 61-101 pursuant to Section 5.7(b). The Company did not file a material change report
21 days prior to the closing of the private placement as the details of the participation of insiders of the
Company had not been confirmed at that time.
The Private Placement is subject to final approval of the TSX Venture Exchange.
ABOUT TNR GOLD CORP.
TNR Gold Corp. is working to become the green energy metals royalty and gold company.
1177 West Hastings Street, Suite 2300
Vancouver, British Columbia
V6E 2K3, Canada
T: +1 (604) 229-8129
E-mail: [email protected]
Website: http://www.tnrgoldcorp.com
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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. With the Company’s expertise,
resources and industry network, it identified the potential of the Los Azules Copper Project in Argentina
and now holds a 0.36% NSR Royalty on the entire project, which is being developed by McEwen Mining
Inc.
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 holds interests in lithium projects
in Argentina, Ireland and Canada.
TNR retains a 1.8% NSR Royalty on the Mariana Lithium Project in Argentina. ILC has a right to
repurchase 1.0% of the NSR Royalty on the Ma riana Lithium Project, of which 0.9% relates to the
Company’s NSR Royalty interest. The Company would receive $900,000 on the completion of the
repurchase. The project is currently being advanced in a joint venture between ILC and 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 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 generation of in -demand projects, while d iversifying 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 the se identifying words. Specifically, forward -looking statements
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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 ILC’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 variety of risks and
uncertainties, including but not limited to those d iscussed 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
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 financing will be available to TNR; or that TNR will be able to achieve any of its c orporate
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 chang ing 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 International
Lithium Corp. will continue substantially in the ordinary course, including without limitation with respect
to general industry conditions, general levels of economic activity and regulations. These as sumptions,
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.