TNR Gold Responds to Unsolicited Non-binding Offer by Lithium Royalty Corp.
NEWS RELEASE
TNR Gold Responds to Unsolicited Non-binding Offer by Lithium
Royalty Corp.
VANCOUVER, British Columbia – October 3, 2023: TNR Gold Corp. (TSX -V: TNR) (“TNR”, “TNR
Gold” or the “Company”) wishes to comment on the announcement by Lithium Royalty Corp. (“LRC”) of
its unsolicited and non-binding offer to the board of directors of TNR (the “Board”) to acquire the issued
and outstanding common shares of the Company for cash consideration of $0.08 per share.
LRC made an unsolicited non-binding offer to the Board to acquire the issued and outstanding common
shares of the Company for cash consideration of $0.08 per share (the “Offer”). Given the Offer represents
such a small premium to the closing price of $0.0725 on September 29, 2023, the Board believes the
Offer is an opportunistic, “low -ball” offer that is financially in adequate and not in the best
interests of TNR or its shareholders.
Kirill Klip, Chief Executive Officer and Executive Chairman of TNR commented , “We welcome this
opportunity for increased attention on our fantastic company and we believe shareholders and investors
will see that the current share price of TNR deeply undervalues the Company. Given that LRC valued
only a portion of the Company at US $9 million, based on its purchase in February 2023 of the 0.5% NSR
royalty involving the Mariana Lithium project in Argentina for US $9 million, the offer of CDN $15 million
(approximately US $11 million) for the entire Company is considered opportunistic and inadequate.
TNR retains a 1.35% NSR on the Mariana Lithium project that is being developed by Ganfeng Lithium in
Argentina; we hold a 0.36% NSR royalty on the Los Azules copper project, which is being developed by
McEwen Mining in Argentina. 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 in Argentina.
Our duty as a 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. We are engaging with multiple parties
proposing much higher potential valuations for o ur assets than the present LRC proposal. We have to
wonder if LRC’s low-ball offer reflects its own declining share price over 2023.
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
#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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do not agree to sell their holdings of TNR at this very low valuation of our assets. We have spoken with
numerous shareholders. They know the true potential of the Company’s assets and the bright potential
for our Company.
There is no alignment with LRC. 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.
This opportunistic hostile takeover attempt of TNR following LRC’s partial royalty purchase earlier this
year is very disappointing, much like the LRC poor share performance after its IPO this year.
We are creating shareholder value, not reducing it by accepting any deal we can find. 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 on September 29, 2023.
Despite LRC’s assertion that they have sought to engage with us since mid-July 2023, in fact, we have
been thoughtfully engaged with LRC since January 2022 and have engaged in many discussions with
them about possible transactions. The lead-up to the partial Mariana royalty purchase in February 2023
started between TNR and LRC in January 2022, and the only prior non-specific proposal from LRC was
a non-binding offer of $0.085 per share in July 2023. This non-binding offer was rejected by the Company
in July as it undervalued TNR.
TNR Gold shareholders are well-informed about the potential valuations of our assets as we build the
Green Energy Metals Royalty and Gold Company.
The bottom line is, we believe we can deliver a lot more value for our shareholders.
Using this opportunity, we would like to thank all our shareholders for their support of the TNR Gold team
and our Company.”
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 ex posure 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 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.
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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 re ceive
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 Ar gentina 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 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
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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 th is 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, Ganfeng Lithium’s and Lundin Mining’s preliminary economic assessments, Feasibility Study,
or Mineral Resource and Mineral Reserve estimations, life of mine estimates, and mine and mine closure
plans 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 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.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 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 g overnment 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.