TNR Gold Closes Partial Mariana Lithium NSR Royalty Sale to Lithium Royalty Corp.
NEWS RELEASE
TNR Gold Closes Partial Mariana Lithium NSR Royalty Sale to Lithium Royalty Corp.
Vancouver, British Columbia – February 2, 2023: TNR Gold Corp. (TSX-V: TNR) (“TNR”, “TNR Gold”
or the “Company”) is pleased to announce that, further to the Company’s news release dated November
23, 2022, it has successfully closed the July 2022 royalty purchase agreement with an Ontario limited
partnership affiliated with Lithium Royalty Corp (“LRC”) for the sale of a portion of its net smelter returns
(“NSR”) royalty involving the Mariana Lithium Project (“Mariana”). LRC has purchased from TNR a 0.5%
NSR royalty for US$9,000,000, including 0.05% NSR royalty sold by TNR on behalf of its shareholder.
This represents one -quarter of the NSR royalty held by the Company. LRC is an arms’ length party to
the Company.
As disclosed in previous news releases, TNR sold the portion of the NSR royalty which is not subject to
any buy-back rights. After the closing of the transaction with LRC, TNR will hold a 1.5% NSR royalty on
Mariana, including a 0.15% NSR royalty held on behalf of a shareholder (which represents a 1.35% NSR
held by TNR and a 0.15% NSR in favour of the shareholder).
Under the existing buy -back right, 1.0% of the Mariana NSR royalty can be purchased from TNR for
aggregate payment of CAN$1,000,000 at any time within 240 days of “Commencement of Commercial
Production” as defined in the underlying agreement. The Company would receive CAN$900,000 and its
shareholder would receive CAN$100,000 on the completion of a repurchase under the underlying
agreement. If such purchase was made, TNR would hold a 0.45% NSR and its shareholder would hold
a 0.05% NSR.
Kirill Klip, TNR’s Chief Executive Officer commented, “We are very pleased that after many months of
negotiations, we have successfully closed this transaction and achieved this major milestone for our
Company. This is a further validation of TNR Gold’s business model. By monetizing part of our royalty
holdings, we are providing a n important benchmark for valuations of assets in our royalty portfolio and
generating significant capital, while selling to LRC only a portion of our royalty holding on the Mariana
Lithium Project. This strategic transaction with LRC allows us to significantly improve our working capital
position and strengthen our balance sheet.
Representatives of Ganfeng Lithium confirmed to the Governor of Salta Gustavo Sáenz that the Mariana
Project, on which construction began last June, will start producing , in 2024, an estimated 20 thousand
tons per year of lithium chloride. The Government of Salta has reported on Ganfeng Lithium’s
announcement that the operational phase of the Mariana Lithium Project began in January 2023.
We believe that our royalty holdings are undervalued and their appropriate values are not reflected in the
Company’s share price. This transaction clearly demonstrates it. We have received cash proceeds that
were well above the Company’s recent market capi talization. Significant industry interest in our assets
#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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has been generated, and the Company is working on potential new strategic partnerships to provide
further benchmarks for the market valuations of our royalty holdings.”
ABOUT LITHIUM ROYALTY CORP.
Lithium Royalty Corp. is a North American royalty corporation focused on investing in high quality low -
cost projects in the battery materials sector with an emphasis on lithium. LRC was founded in 2018 and
has established itself as a leading financier in t he lithium industry, having completed 22 royalties since
inception exclusive of th e transaction with TNR. Its investments are diversified across the world , with
exposure in Australia, Argentina, Brazil, Canada, Serbia, and the United States. LRC is a signatory to
the United Nations Principles for Responsible Investing and seeks to invest in companies with high
environmental, social, and governance standards. Waratah Capital Advisors is the sponsor and general
partner of LRC.
ABOUT TNR GOLD CORP.
TNR Gold Corp. is working to become the green energy metals royalty and gold company.
Our business model provides a unique entry point in the creation of supply chains for critical materials
like energy metals that are powering the energy rEVolution, and the gold industry that is providing a
hedge for this stage of the economic cycle.
Our portfolio provides a unique combination of assets with exposure to multiple aspects of the mining
cycle: the power of blue-sky discovery and important partnerships with industry leaders as operators on
the projects that have the potential to generate royalt y cashflows that will contribute significant value for
our shareholders.
Over the past twenty-six years, TNR, through its lead generator business model, has been successful in
generating high-quality global exploration projects. With the Company’s expertise, resources and industry
network, the potential of the Mariana Lithium Project and Los Azules Copper Project in Argentina among
many others have been recognized.
TNR holds a 1.5% NSR Royalty on the Mariana Lithium Project in Argentina, of which 0.15% NSR royalty
is held on behalf of a shareholder. Ganfeng Lithium’s subsidiary, Litio Minera Argentina (“LMA”), has the
right to repurchase 1.0% of the NSR royalty on the Mariana Project, of which 0.9% is the Company’s
NSR Royalty interest. The Company would receive CAN$900,000 and its shareholder would receive
CAN$100,000 on the repurchase by LMA, resulting in TNR holding a 0.45% NSR royalty and its
shareholder holding a 0.05% NSR royalty.
The Mariana Lithium Project is 100% owned by Ganfeng Lithium. The Mariana Lithium Project has been
approved by the Argentina provincial government of Salta for an environmental impact report, and the
construction of a 20,000 tons-per-annum lithium chloride plant has commenced.
TNR Gold also holds a 0.4% NSR Royalty on the Los Azules Copper Project, of which 0.04% of the 0.4%
NSR royalty is held on behalf of a shareholder . The Los Azules Copper Project is being developed by
McEwen Mining.
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TNR also holds a 7% net profits royalty holding on the Batidero I and II properties of the Josemaria Project
that 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 Southwestern Alaska near the Donlin Gold project, which is being
developed by Barrick Gold and Novagold Resources. T he Company’s strategy with the Shotgun Gold
Project is to attract a joint venture partnership with a major gold mining company. 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 royalty holdings in Argentina (the Mariana Lithium
project, the Los Azules Copper Project and the Batidero I & II properties of the Josemaria Project), 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 Kirill Klip +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” o ccur, 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 c apital, market conditions for energy commodities, the successful
completion of sales of portions of the NSR royalties and decisions of the government agencies and other
regulators in Argentina . Such forward -looking information is based on a number of assum ptions 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 av ailable 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; de bt or other financings 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
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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 ,
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, 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.