TNR Gold Announces 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 Non-Brokered Private Placement
Vancouver, British Columbia – February 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 3,125,000 units (each a “ Unit”) at $0.08
per unit to raise up to CAN$ 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 $0.12 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. 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 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.
The Private Placement is subject to 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 signif icant 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 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 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 ro yalty 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 assu mptions,
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.