TNR Gold Announces $300,000 Non-Brokered Private Placement

Rhea-AI Summary

TNR Gold Corp. (TSXV: TRRXF) has announced a non-brokered private placement to raise up to CAN $300,000. The company plans to issue up to 5,000,000 units at $0.06 per unit. Each unit consists of one common share and half a non-transferable warrant. Whole warrants are exercisable at $0.08 per share for two years from the issue date. The funds will be used for exploration, maintenance of the Shotgun Gold project, and general working capital. Securities from this placement will have a four-month plus one-day trading restriction from the closing date.

Positive

• Raising up to CAN $300,000 in additional capital
• Funds allocated for exploration and maintenance of the Shotgun Gold project
• Two-year warrant exercise period provides potential for future capital influx

Negative

• Potential dilution of existing shareholders' equity due to new share issuance
• Relatively small amount of capital being raised may not be sufficient for long-term needs

Vancouver, British Columbia--(Newsfile Corp. - August 12, 2024) - TNR Gold Corp. (TSXV: TNR) ("TNR", "TNR Gold" or the "Company") is pleased to announce that it is arranging a non-brokered private placement (the "Private Placement") of up to 5,000,000 units (each a "Unit") at a price of $0.06 per Unit to raise up to CAN $300,000. Each Unit will consist of one common share of the Company and one half of a non-transferable common share purchase warrant (each a "Warrant"). Each whole Warrant will be exercisable into one common share in the capital of the Company at an exercise price of CAN $0.08 per share for two years from the date of issue.

The proceeds of the Private Placement will be used for exploration, maintenance of the Shotgun Gold project and for general working capital purposes. All Private Placement securities will be restricted from trading for a period of four months plus one day from the date of closing.

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. 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 +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, 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 results of McEwen Mining's, Ganfeng Lithium's, Josemaria Resources' and Lundin Mining's PEAs, 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.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 financing 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, Josemaria Resources 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.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/219672

FAQ

What is the price per unit in TNR Gold's (TRRXF) private placement announced on August 12, 2024?

TNR Gold Corp. (TRRXF) announced a private placement with units priced at $0.06 each.

How much capital is TNR Gold (TRRXF) aiming to raise through this private placement?

TNR Gold Corp. (TRRXF) is aiming to raise up to CAN $300,000 through this non-brokered private placement.

What is the exercise price of the warrants in TNR Gold's (TRRXF) August 2024 private placement?

The warrants in TNR Gold's (TRRXF) private placement have an exercise price of CAN $0.08 per share.

How will TNR Gold (TRRXF) use the proceeds from the August 2024 private placement?

TNR Gold (TRRXF) will use the proceeds for exploration, maintenance of the Shotgun Gold project, and general working capital purposes.