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 – February 22, 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
December 22, 2020. On closing, the Company issued 2,400,000 Units at $0.05 per Unit for proceeds of
$120,000. 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 e ach 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 March 15, 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 period 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 finders.
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 Konstantin Klip, Director of the Company, both non-
arms’ length parties, participated in this Private Placement. The issuance of private placement securities
to non-arms’ length parties 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 approval 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
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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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 entire 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
Company’s NSR Royalty interest. The Compan y would receive $900,000 on the completion of the
repurchase. The project is currently being advanced by Ganfeng Lithium International Co. Ltd.
TNR holds a 7% N PR holding o n the Batidero I and II properties with Josemaria Resources Inc.
Josemaria Resources is part of the Lundin Group, a portfolio of companies producing a variety of
commodities in over 20 countries worldwide.
TNR provides significant exposure to gold through its 90% holding in the Shotgun Gold porphyry project
in Alaska. The project is loc ated 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 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
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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, Ganfeng Lithium’s and Josemaria Resources’ 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 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 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 o ther 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 uncer tainties, 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
and Josemaria Resources 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.