TNR Gold NSR Royalty Update; McEwen Mining’s Los Azules Copper, Gold & Silver Project - Close of ARS $30 Billion Investment by Stellantis
NEWS RELEASE
TNR Gold NSR Royalty Update; McEwen Mining’s Los Azules
Copper, Gold & Silver Project - Close of ARS $30 Billion
Investment by Stellantis
Vancouver, British Columbia – March 2, 2023: TNR Gold Corp. (TSX-V: TNR) (“TNR”, “TNR Gold”
or the “ Company”) is pleased to announce that McEwen Mining Inc. (“McEwen Mining”) 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 L os Azules Copper Project. The Los Azules Copper Project is held by McEwen
Copper Inc., a subsidiary of McEwen Mining.
The news release issued by McEwen Mining on February 27, 2022, stated:
“McEwen Copper Inc., a subsidiary of McEwen Mining Inc. (NYSE: MUX) (TSX: MUX), is
pleased to announce closing of an ARS $30 billion investment by Stellantis, one of the world’s
leading automakers and mobility providers with iconic brands including Abarth, Alfa Romeo,
Chrysler, Citroën, Dodge, DS Automobiles, Fiat, Jeep®, Lancia, Maserati, Opel, Peugeot, RAM,
Vauxhall, Free2Move and Leasys.
FCA Argentina S.A., a subsidiary of Stellantis N.V. (“Stellantis”), has invested ARS $30
billion in Argentina to acquire shares of McEwen Copper in a two -part transaction that closed
on February 24 th, 2023 (the “Transaction”) consisting of: 1. Private placement of 2,850,000
common shares, and 2. Purchase of 1,250,000 common shares indirectly owned by McEwen
Mining in a secondary sale. The proceeds of the private placement will be used to advance
development of the Los Azules copper project in San Juan, Argentina, and for general corporate
purposes. After the closing of the Transaction, McEwen Mining will be separately compensated
for the secondary sale by McEwen Copper in U.S. dollars.
Giving effect to the upcoming investment by Nuton LLC, also announced today, Stellantis
owns 14.2% of McEwen Copper and McEwen Mining owns 51.9% on a fully diluted basis. The
Transaction values McEwen Copper at approximately US$550 million.
Stellantis Chief Executive Officer Carlos Tavares said: “Stellantis intends to lead the industry
with the commitment to be carbon net zero by 2038 – a goal that requires innovation and a
complete redefinition of the entire business. We are taking important steps in Argentina and
Brazil, with the aim of decarbonizing mobility and ensuring strategic supplies of clean energy
and raw materials necessary for the success of the company’s global plans.”
#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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McEwen Copper Chief Executive Officer Rob McEwen said: “We are delighted to have Stellantis
as a partner in the future development of our Los Azules copper project. Together, we share a
vision to build a mine for the future based on regenerative principles that can achieve net-zero
carbon emissions by 2038. We are committed to delivering green copper to Argentina and the
world, a product that will contribute to the electrification of transportation and the protection of
our atmosphere.”
In connection with the Transaction, McEwen Copper and certain of its affiliates entered into an
Investor Rights Agreement with Stellantis (the "Stellantis IRA”) and a Copper Cathodes and
Concentrates Purchase Rights Agreement (the “CCCPRA”), which are described below.
The Stellantis IRA provides for the following principal terms:
• Stellantis will have the right to nominate one director to the Board of McEwen Copper;
• Comprehensive scientific, technical and strategic planning information rights;
• Pre-emptive right to maintain their ownership percentage in any follow-on equity offering;
• McEwen Copper commits to achieve net-zero carbon emissions from the Los Azules project
by 2038; and
• Other terms and conditions consistent with a transaction of this nature.
The CCCPRA provides an option to Stellantis and its affiliates that, if exercised to its maximum
extent, would allow them to purchase a percentage of the copper cathodes or copper
concentrates or both produced from the Los Azules project, in each case equal to their equity
ownership percentage in McEwen Copper at the time of exercise.
About Stellantis
Stellantis N.V. (NYSE: STLA / Euronext Milan: STLAM / Euronext Paris: STLAP) is one of the
world's leading automakers and a mobility provider. Its storied and iconic brands embody the
passion of their visionary founders and today’s customers in their innovative products and
services, including Abarth, Alfa Romeo, Chrysler, Citroën, Dodge, DS Automobiles, Fiat, Jeep®,
Lancia, Maserati, Opel, Peugeot, RAM, Vauxhall, Free2Move and Leasys. Powered by their
diversity, Stellantis leads the way the world moves – aspiring to become the greatest sustainable
mobility tech company, not the biggest, while creating added value for all stakeholders as well
as the communities in which it operates. For more information, visit www.stellantis.com.
About McEwen Copper
McEwen Copper Inc. holds 100% interest in the Los Azules copper project in San Juan,
Argentina and the Elder Creek project in Nevada, USA.
Los Azules was ranked in the top 10 largest undeveloped copper deposits in the world by Mining
Intelligence (2022). Its current copper resources are estimated at 10.2 billion pounds at a grade
of 0.48% Cu (Indicated category) and an additional 19.3 billion pounds at a grade of 0.33% Cu
(Inferred category).
After closing the pending investment by Nuton, also announced today, McEwen Copper will
have 28,885,000 common shares outstanding, and its shareholders are: McEwen Mining Inc.
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51.9%, Stellantis 14.2%, Nuton 14.2%, Rob McEwen 13.8%, Victor Smorgon Group 3.5%, and
other shareholders 2.4%.
ABOUT MCEWEN MINING
McEwen Mining is a gold and silver producer with operations in Nevada, Canada, Mexico and
Argentina. In addition, it owns approximately 52% 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 assets 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.”
“We are pleased to see that significant developments on the advancement of the Los Azules Project
towards feasibility have brought Stellantis as a strategic partner in the future development of this giant
copper, gold and silver project,” stated Kirill Klip, TNR’s Chief Executive Officer. “TNR Gold's vision is
aligned with the leaders of innovation among automakers like Stellantis, with the aim of decarbonizing
mobility, and our mining industry leaders like Rob McEwen, with a vision "to build a mine for the future,
based on regenerative principles that can achieve net zero carbon emissions by 2038.
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.
Los Azules was ranked in the top 10 largest undeveloped copper deposits in the world by “Mining
Intelligence” (2022). It’s very encouraging to see the opportunity to expand the deposit, and the
involvement of Rio Tinto, which may accelerate realizing the enormous potential of the Los Azules Project
with Rio Tinto’s innovative technology.
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-seven years, TNR, through its lead generator business model, has been successful
in generating high -quality global exploration projects. With the Co mpany’s expertise, resources and
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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 C ompany 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 G old
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
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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, 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 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 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 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 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 shou ld circumstances or management’s estimates or
opinions change.