TNR Gold Forms Special Committee to Evaluate Strategic M&A Opportunities
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NEWS RELEASE
TNR Gold Forms Special Committee to Evaluate
Strategic M&A Opportunities
VANCOUVER, British Columbia – October 12, 2023: TNR Gold Corp. (TSX -V: TNR) (“TNR”, “TNR
Gold” or the “Company”) today announces that the board of directors of the Company (the “Board”) has
formed a special committee comprised of independent directors (the “Special Committee”) in response
to discussions with various interested parties regarding a potential strategic transaction with TNR. The
Special Committee will consider and evaluate strategies to maximize shareholder value, including
pursuing one or more strategic transactions and continuing to execute on the Company’s existing
business plan.
As part of its mandate, the Special Committee will consider and evaluate any updates to the unsolicited
and non-binding offer made by Lithium Royalty Corp. (“ LRC”) to the Board on September 25, 2023, to
acquire all of the issued and outstanding common shares of the Company for cash consideration of $0.08
per share (the “Offer”). As announced on October 3, 2023, the Board believes that the current Offer is
an opportunistic, “low-ball” offer that is financially inadequate and not in the best interests of TNR or its
shareholders. The Board has not received any updates from LRC with respect to the Offer at this time.
Kirill Klip, Chief Executive Officer and Executive Chairman of TNR commented , “As a result of inbound
interest from various third parties that are interested in pursuing a transaction with TNR, the board of
directors decided that the appropriate action would be to establish a special committee of independent
directors to review available opportunities and present them to the board once vetted. We welcome this
increased attention on our fantastic company, and we believe shareholders, investors and strategic
partners see that the current share price of TNR deeply undervalues the Company and its assets.
TNR retains a 1.35% NSR royalty on the Mariana Lithium project that is being developed by Ganfeng
Lithium in Argentina. We also hold a 0.36% NSR royalty on the Los Azules copper project that is being
developed by McEwen Mining in Argentina. In addition, TNR holds a 7% net profits royalty on the Batidero
I and II properties of the Josemaria project that is being developed by Lundin Mining in Argentina. TNR
also provides significant exposure to gold through its 90% holding in the Shotgun Gold porphyry project
in Alaska.
In February 2023, LRC valued only a portion of the Company at US $9 million, based on its purchase of
the 0.5% NSR royalty involving the Mariana Lithium project in Argentina for US $9 million. LRC’s recent
offer of CAD $15 million (approximately US $11 million) for the entire Company was opportunistic and
#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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financially inadequate. The duty of the board is to maximize the potential value of our assets and our
Company’s valuation for all of our shareholders, and the fair treatment of all shareholders. The special
committee will help the board achieve these aims by evaluating opportunities in the most streamlined,
efficient manner possible. We are engaging with multiple parties proposing much higher potential
valuations for our assets than LRC ’s recent proposal, and these are the opportunities that the special
committee will focus on first.
Our shareholders have been patient with the Company, and they deserve fair and maximized value for
their shares. The shareholders of TNR have known me for over 16 years of my tenure with TNR, they
trust our board of directors and management. They know us and we know our shareholders. Other major
shareholders do not agree to sell their holdings of TNR at the very low valuation proposed by LRC. We
have spoken with numerous shareholders. They know the true potential of the Company’s assets and
the bright potential for our Company.
The TNR team and its shareholders have been supporting the Company through all these years, even
during the darkest days of the worldwide pandemic. We have built this strong, viable portfolio of assets
including royalties in world-recognized projects containing lithium, copper, gold, and silver, under the
management of such industry leaders as Rob McEwen, McEwen Mining, Rio Tinto, Stellantis, Ganfeng
Lithium and Lundin Mining.
We are working on creating shareholder value and are not reducing value by accepting any deal
presented. We are demonstrating our commitment to maximizing shareholder value and increasing
TNR’s share price through actions such as the Company’s normal course issuer bid. TNR’s share price
was up 75% in July compared to the start of this year and increased 81% year-to-date by September 29,
2023. We believe the formation of the special committee will assist the board in its next chapter of
maximizing shareholder value. The bottom line is, we believe we can deliver a lot more value for our
shareholders.
We would again like to thank all our shareholders for their support of the TNR Gold team and our
company.”
The Company does not intend to comment further on this process except as required by applicable
securities laws or the policies of the TSX Venture Exchange. No assurance can be given that any
transaction will be announced. Furthermore, the Company cautions that there is no guarantee that the
Company’s discussions will result in a transaction or if a transaction is undertaken, as to its timing or
terms.
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 poi nt 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 asse ts 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 royalty cashflows that will contribute significant value for
our shareholders.
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Over the past twenty-seven 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.
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. The Company’s strategy with the Shotgun Gold
Project is to attract a joint venture partners hip 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 pr oject) 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 ma rkets 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 f or the
adequacy or accuracy of this release.
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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, for ward-looking statements
in this news release include, but are not limited to, statements made in relation to: TNR’s corporate
objectives, and future potential transactions being considered by the Special Committee and the Board.
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 D iscussion and
Analysis which are available under the Company’s profile on www.sedarplus.ca. 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 facto rs 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 fur ther
royalty acquisitions or sales; debt 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 mining claims
from the appropriate government ag encies 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 owne rship 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.