TNR Gold Announces Close of Non-Brokered Private Placement First Tranche
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DISSEMINATION IN THE UNITED STATES
NEWS RELEASE
TNR Gold Announces Close of Non-Brokered Private Placement First Tranche
Vancouver, British Columbia – May 19, 2022: TNR Gold Corp. (TSX-V: TNR) (“TNR”, “TNR Gold” or
the “Company”) is pleased to announce that is has closed the first tranche of the non-brokered private
placement (the “Private Placement”) of up to 5,000,000 units (each a “ Unit”) announced on April 4,
2022. On closing, the Company issued 1,250,000 Units at $0.05 per Unit for proceeds of $62,500. 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 . Closing of
the final tranche of the private placement will be completed prior to June 3, 2022.
The proceeds of 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 peri od of four months plus one day
from the date of closing.
On closing, the Company paid cash finder’s fee of 5% of the gross proceeds sourced by the finder.
Kirill Klip, Executive Chairman of the Compan y, a non-arms’ length part y, participated in this Private
Placement. The issuance of private placement securities to a non-arms’ length party constitutes related-
party transaction s 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.
ABOUT TNR GOLD CORP.
TNR Gold Corp. is working to become the green energy metals royalty and gold company.
Over the past twenty-six 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, which is
#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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being developed by McEwen Mining Inc. now. TNR Gold holds a 0.4% NSR Royalty on the Los Azules
Copper Project, including a 0.04% held on behalf of a shareholder.
TNR retains a 2.0% NSR Royalty on the Mariana Lithium Project in Argentina with Ganfeng Lithium ,
including a 0.2% NSR held 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
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 also holds a 7% NPR holding on the Batidero I and II properties of the Josemaria Project, which 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 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 a wide scope of 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 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, forward -looking statements
in th is 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, Ganfeng Lithium ’s, Josemaria Resources’ and Lun din Mining’s preliminary economic
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assessments, Feasibility Study, or Mineral Resource and Mineral Reserve estimations, life of mine
estimates, and mine and mine closure plans 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 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 assumptions made and reflected in this new s 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 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 partners, McEwen Mining Inc. , Ganfeng Lithium,
Josemaria Resources 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, althoug h 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.