TNR Gold Corp. Closes $360,000 Non-Brokered Private Placement
Vancouver, November 17, 2017 - TNR Gold Corp. (TSXV: TNR) ("TNR" or the "Company") is pleased to announce that it has closed the previously announced non-brokered private placement for gross proceeds of $360,000. The private placement consists of 7,200,000 units at a price of $0.05 per unit (a "Unit"). Each Unit consists of one common share of the Company and a warrant to purchase one common share at $0.05 per share for five years. Of the 7,200,000 warrants issued, 2,400,000 warrants will include an acceleration clause such that if TNR common shares trade at a price over $0.08 for 30 consecutive days before July 1, 2018, the Company will have the right to accelerate the exercise of the 2,400,000 warrants at the $0.05 exercise price. In this case, the warrant holders must exercise the 2,400,000 warrants within 30 days after notice is provided by the Company.
The securities issued pursuant to the private placement are subject to a hold period of four months plus one day from the date of issuance.
Maurice Brooks, Greg Johnson, Kirill Klip, Ross Thompson and John Wisbey, directors of the Company, were subscribers in the private placement. Mr. Brooks acquired 120,000 Units, Mr. Johnson acquired 110,000 Units, Mr. Klip acquired 870,000 Units, Mr. Thompson acquired 100,000 Units and Mr. Wisbey acquired 6,000,000 Units. The issuance of private placement securities to non-arms' length parties constitutes a related-party transaction 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 post-closing ownership in TNR by John Wisbey, before warrant exercise, is 15,390,000 shares, equivalent to approximately 9.8% of the outstanding common shares of the Company. Should all of the warrants held by Mr. Wisbey be exercised, his holdings would be 21,390,000 shares, equivalent to approximately 13% of the issued common shares (reflecting exercise of all of the warrants in this financing). Should all of the warrants held by Mr. Klip be exercised, his holdings would be 29,995,000 shares, equivalent to approximately 18% of the issued common shares. 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 Corp. is working to become an energy metals royalty company. Over the past twenty-two 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 and now holds a 0.36% NSR royalty on the prospect.
TNR is also a major shareholder of International Lithium Corp. ("ILC"), with current holdings of approximately 10.5% of the outstanding shares of ILC. ILC holds interests in lithium projects in Argentina, Ireland and Canada.
TNR retains a 1.8% NSR royalty on the Mariana Lithium property in Argentina. ILC maintains a right to repurchase 1.0% of the NSR royalty on the Mariana Lithium property of which 0.9% relates to the Company's NSR interest. The Company would receive $900,000 on execution of the repurchase. The project is currently being advanced in a joint venture between ILC and Ganfeng Lithium International Co. Ltd.
At its core, TNR provides significant exposure to gold, copper and lithium through its holdings in Alaska (the Shotgun gold porphyry project) and Argentina, and is committed to 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 +1 604-700-8912.
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 McEwan Mining's PEA, 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 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. 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. and International Lithium Corp. or its joint venture partner, Ganfeng Lithium 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.
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