TNR Gold closes first tranche of private placement
2022-05-19 16:11 ET - News Release
Mr. Kirill Klip reports
TNR GOLD ANNOUNCES CLOSE OF NON-BROKERED PRIVATE PLACEMENT FIRST TRANCHE
TNR Gold Corp. has closed the first tranche of the non-brokered private placement of up to five million units announced on April 4, 2022. On closing, the company issued 1.25 million units at five cents per unit for proceeds of $62,500. Each unit consists of one common share of the company and one-half of a non-transferable common share purchase warrant, with each whole warrant exercisable into one common share of the company at an exercise price of 7.5 cents per share for two years from the date of issue. Closing of the final tranche of the private placement will be completed prior to June 3, 2022.
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.
On closing, the company paid a cash finder's fee of 5 per cent of the gross proceeds sourced by the finder.
Kirill Klip, executive chairman of the company, a non-arm's-length party, participated in this private placement. The issuance of private placement securities to a non-arm's-length party constitutes related-party transactions under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). Because the company's shares trade only on the TSX Venture Exchange, the issuance of securities is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Section 5.7(b). The company did not file a material change report 21 days prior to the closing of the private placement as the details of the participation of insiders of the company had not been confirmed at that time.
About TNR Gold Corp.
TNR Gold is working to become the green energy metals royalty and gold company.
Over the past 26 years, TNR, through its lead generator business model, has been successful in generating high-quality exploration projects around the globe. With the company's expertise, resources and industry network, it identified the potential of the Los Azules copper project in Argentina, which is being developed by McEwen Mining Inc. now. TNR Gold holds a 0.4-per-cent net smelter return royalty on the Los Azules copper project, including a 0.04-per-cent NSR held on behalf of a shareholder. TNR retains a 2.0-per-cent NSR royalty on the Mariana lithium project in Argentina with Ganfeng Lithium, including a 0.2-per-cent NSR held on behalf of a shareholder. Ganfeng's subsidiary, Litio Minera Argentina, has a right to repurchase 1.0 per cent of the NSR royalty on the Mariana project, of which 0.9 per cent relates to the company's NSR royalty interest. The company would receive $900,000 on the completion of the repurchase. The project is currently being advanced by Ganfeng Lithium International Co. Ltd.
TNR also holds a 7-per-cent NPR (net profits royalty) holding on the Batidero I and II properties of the Josemaria project, which 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-per-cent 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 Inc. The company's strategy with Shotgun gold project is to attract a joint venture partnership with one of the gold major mining companies. 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 Argentina (the Los Azules copper and the Mariana lithium projects), and is committed to the continued generation of in-demand projects, while diversifying its markets and building shareholder value.
We seek Safe Harbor.