TNR Gold NSR Royalty Update - Los Azules Copper, Gold and Silver Project – McEwen Copper Announces $70 Million Financing
NEWS RELEASE
TNR Gold NSR Royalty Update - Los Azules Copper, Gold and
Silver Project – McEwen Copper Announces $70 Million Financing
Vancouver, British Columbia – June 27, 2024: TNR Gold Corp. (TSX-V: TNR) (“TNR”, “TNR Gold”
or the “Company”) is pleased to announce that McEwen Mining Inc. (“McEwen Mining”) has provided
an update on the Los Azules copper, gold and silver project in San Juan, Argentina. TNR holds a 0.4%
net smelter returns royalty (“NSR Royalty”) (of which 0.04% of the 0.4% NSR Royalty is held on behalf
of a shareholder) on the Los Azules Copper Project. The Los Azules project is held by McEwen Copper
Inc. (“McEwen Copper”), a subsidiary of McEwen Mining.
The news release issued by McEwen Mining on June 24, 2024 stated:
“McEwen Mining Inc. (NYSE and TSX: MUX) announces a non-brokered private placement financing of
up to 2,333,333 common shares of its wholly-owned subsidiary McEwen Copper Inc. at a subscription
price of US$30.00 per common share, for gross proceeds of up to US$70 million (the " Offering").
McEwen Copper currently has 30,937,615 common shares outstanding (basic and diluted).
Lead orders to purchase 27% of the total Offering have been committed by McEwen Mining and Rob
McEwen. McEwen Mining will purchase up to 466,667 common shares of McEwen Copper for US$14
million and Rob McEwen will purchase up to 166,666 common shares for US$5 million. Final
investment amounts are subject to adjustment according to anti-dilution and pre-emptive rights on the
part of other existing shareholders of McEwen Copper.
This Offering will be used to advance work on a bankable feasibility study for the Los Azules copper
project, which is scheduled for publication by the end of the first quarter (Q1) of 2025.
Subscription for the remaining 1,700,000 common shares is available to qualified accredited investors,
subject to a US$2 million minimum investment and certain other conditions. The securities sold in the
Offering are private and subject to transfer restrictions until such time when they become listed on a
public exchange.
Prior to the Offering, ownership in McEwen Copper is of 14,768,000 common shares (47.7%) for
McEwen Mining and 4,000,000 common shares for Rob McEwen (12.9%). Assuming completion of the
full amount of the Offering and the investment amounts shown above, McEwen Mining will own 45.8%
of McEwen Copper and Rob McEwen will own 12.5%.
About McEwen Copper
McEwen Copper Inc. holds a 100% interest in the Los Azules copper project in San Juan, Argentina and
the Elder Creek project in Nevada, USA.
#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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Los Azules ranked the 8th largest undeveloped copper deposits in the world (Mining Intelligence, 2022).
Its current copper resources have increased to 10.9 billion pounds at a grade of 0.40% Cu (Indicated
category) and an additional 26.7 billion pounds at a grade of 0.31% Cu (Infe rred category) as of the
June 2023 Preliminary Economic Assessment (PEA). The PEA estimates a $2.7 billion after -tax NPV8%
at $3.75/lb Cu, a low average C1 production cost of $1.07/lb Cu, a 3.2 -year payback period, and a 27-
year mine life.
A bankable feasibility study (FS) is underway with completion, planned by the end of Q1 2025. Los
Azules is being designed to be distinctly different from other copper mines, consuming significantly less
water, emitting much lower carbon and progressing to wards carbon neutral by 2038, and being
powered by 100% renewable electricity once in operation.
This news release and the information included herein do not constitute an offer to buy or the
solicitation of an offer to subscribe for or to buy any of the securities described herein, nor shall there
be any sale of these securities in any jurisdiction i n which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
CAUTION STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This news release contains certain forward-looking statements and information, including "forward-
looking statements" within the meaning of the private securities litigation reform act of 1995. The
forward-looking statements are intended to be subject to the safe harbor provided by section 27a of
the securities act of 1933, section 21e of the securities exchange act of 1934 and private securities
litigation reform act of 1995.
This news release contains certain forward-looking statements and information, including "forward-
looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements and information expressed, as at the date of this news release, McEwen
Mining Inc.'s (the "Company") estimates, forecasts, projections, expectations or beliefs as to future
events and results. Forward-looking statements and information are necessarily based upon a number
of estimates and assumptions that, while considered reasonable by management, are inherently
subject to significant business, economic and competitive uncertainties, risks and contingencies, and
there can be no assurance that such statements and information will prove to be accurate. Therefore,
actual results and future events could differ materially from those anticipated in such statements and
information. Risks and uncertainties that could cause results or future events to differ materially from
current expectations expressed or implied by the forward-looking statements and information include,
but are not limited to, effects of the COVID-19 pandemic, fluctuations in the market price of precious
metals, mining industry risks, political, economic, social and security risks associated with foreign
operations, the ability of the corporation to receive or receive in a timely manner permits or other
approvals required in connection with operations, risks associated with the construction of mining
operations and commencement of production and the projected costs thereof, risks related to litigation,
the state of the capital markets, environmental risks and hazards, uncertainty as to calculation of
mineral resources and reserves, and other risks. Readers should not place undue reliance on forward-
looking statements or information included herein, which speak only as of the date hereof. The
Company undertakes no obligation to reissue or update forward-looking statements or information as
a result of new information or events after the date hereof except as may be required by law. See
McEwen Mining's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and other
filings with the Securities and Exchange Commission, under the caption "Risk Factors", for additional
information on risks, uncertainties and other factors relating to the forward-looking statements and
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information regarding the Company. All forward-looking statements and information made in this
news release are qualified by this cautionary statement.
The NYSE and TSX have not reviewed and do not accept responsibility for the adequacy or accuracy of
the contents of this news release, which has been prepared by management of McEwen Mining Inc.
ABOUT MCEWEN MINING
McEwen Mining is a gold and silver producer with operations in Nevada, Canada, Mexico and
Argentina. In addition, it owns approximately 47.7% of McEwen Copper which owns the large,
advanced stage Los Azules copper project in Argentina. The Company’s goal is to improve the
productivity and life of its ass ets with the objective of increasing its share price and providing a yield.
Its Chairman and Chief Owner has personally provided the company with $220 million and takes an
annual salary of $1.”
The McEwen Mining press release appears to be reviewed and verified by a Qualified Person (as that
term is defined by National Instrument 43 -101 – Standards of Disclosure for Mineral Projects ) and the
procedures, methodology and key assumptions disclosed therein are those adopted and consistently
applied in the mining industry, but no Qualified Person engaged by TNR has done sufficient work to
analyze, interpret, classify or verify McEwen Mini ng’s information to determine the current mineral
resource or oth er information referred to in its press releases. Accordingly, the reader is cautioned in
placing any reliance on the disclosures therein.
“We are pleased that significant developments on the advancement of the Los Azules Copper Project
towards feasibility have led to the increased Stellantis holdings in McEwen Copper as a strategic partner
of this large copper, gold and silver project. In February 2023, Stellantis invested ARS $30 billion, and
with additional investment of ARS $42 billion made after the new preliminary economic assessment
(PEA) publication, has a total investment of ARS $72 billion. An aggregate of US $65 million in McEwen
Copper was also invested by Rio Tinto's Venture Nuton in 2022 and 2023,” stated Kirill Klip, TNR’s Chief
Executive Officer. “TNR Gold's vision is aligned with the leaders of innovation among automakers like
Stellantis, whose aim is decarbonizing mobility, and mining industry leaders such as Rob McEwen, whose
vision is ‘to build a mine for the future, based on regenerative principles that can achieve net zero carbon
emissions by 2038’.
“The green energy rEVolution relies on the supply of critical metals like copper; delivering "green copper"
to Argentina and the world will contribute to the clean energy transition and electrification of transportation
and energy industries.
“The new president of Argentina introduced important government policies aimed at supporting business
and unlocking the country’s economic potential. Mining is being recogni zed as an integral part of this
economic development plan, providing jobs and enriching local communities.
“Strong team performance of McEwen Copper is advancing the Los Azules Project towards a feasibility
study. The Los Azules Project PEA results highlight the potential to create a very robust leach project
while reducing the environmental footprint, and greater environmental and social stewardship sets the
Project apart from other potential mine developments.
“It’s also very encouraging to see an updated independent mineral resource estimate that has increased
the resource significantly. These assay results not only validate previous drilling results but also confirm
the continuity of and extend the mineralization.
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“Together with Nuton, McEwen Copper is exploring new technologies that save energy, water, time and
capital, advancing Los Azules towards the goal of a leading environmental performance. The involvement
of Rio Tinto, with its innovative technology, may also accelerate realizing the enormous potential of the
Los Azules Project.
“Los Azules was ranked in the top ten largest undeveloped copper deposits in the world by Mining
Intelligence (2022). TNR Gold does not have to contribute any capital for the development of the Los
Azules Project. The essence of our business model is to have industry leaders like McEwen Mining as
operators on the projects that will potentially generate royalty cashflows to contribute significant value for
our shareholders.”
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 royalty cashflows that will contribute significant value for
our shareholders.
Over the past twenty-eight 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. 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.
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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” 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 inte rim and annual Management’s D iscussion and
Analysis which are available under the Company’s SEDAR+ 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 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 enter into one or more strategic
transactions, partnership or a spin-out, or be able to complete any further royalty acquisitions or sales of
royalty interests, or portions thereof; debt or equity 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 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 , in future, challenging 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.
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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. Exce pt as required by law, the Company assumes no
obligation to update forward -looking information should circumstances or management’s estimates or
opinions change.