TNR Gold NSR Royalty Update - Los Azules Copper, Gold and Silver Project - McEwen Copper Announces $70 Million Financing

Rhea-AI Summary

TNR Gold Corp. (TSXV: TNR) announced that McEwen Mining Inc. has 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 on the Los Azules project, managed by McEuen Copper Inc., a subsidiary of McEwen Mining.

On June 24, 2024, McEwen Mining announced a non-brokered private placement financing of up to 2,333,333 common shares of McEwen Copper at US$30.00 per share, aiming to raise up to US$70 million. McEwen Mining and Rob McEwen committed to purchasing 27% of the total offering, amounting to US$14 million and US$5 million, respectively. The funds will support a bankable feasibility study for the Los Azules project due by Q1 2025.

Prior to the financing, McEwen Mining and Rob McEwen held 47.7% and 12.9% ownership in McEwen Copper, respectively. Post-financing, their stakes are expected to adjust to 45.8% and 12.5%.

Positive

• McEwen Mining announced a US$70 million financing for the Los Azules project.
• Lead orders represent 27% of the total offering, indicating strong investor interest.
• Financing will support a bankable feasibility study for Los Azules, expected by Q1 2025.

Negative

• Post-financing ownership dilution for McEwen Mining from 47.7% to 45.8%.
• Post-financing ownership dilution for Rob McEwen from 12.9% to 12.5%.

Vancouver, British Columbia--(Newsfile Corp. - June 27, 2024) - TNR Gold Corp. (TSXV: TNR) ("TNR", "TNR Gold" or the "Company") is pleased to announce that McEwen Mining Inc. ("McEwen Mining") has 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 Los Azules Copper Project. The Los Azules project is held by McEwen Copper Inc. ("McEwen Copper"), a subsidiary of McEwen Mining.

The news release issued by McEwen Mining on June 24, 2024 stated:

"McEwen Mining Inc. announces a non-brokered private placement financing of up to 2,333,333 common shares of its wholly-owned subsidiary McEwen Copper Inc. at a subscription price of US$30.00 per common share, for gross proceeds of up to US$70 million (the "Offering"). McEwen Copper currently has 30,937,615 common shares outstanding (basic and diluted).

Lead orders to purchase 27% of the total Offering have been committed by McEwen Mining and Rob McEwen. McEwen Mining will purchase up to 466,667 common shares of McEwen Copper for US$14 million and Rob McEwen will purchase up to 166,666 common shares for US$5 million. Final investment amounts are subject to adjustment according to anti-dilution and pre-emptive rights on the part of other existing shareholders of McEwen Copper.

This Offering will be used to advance work on a bankable feasibility study for the Los Azules copper project, which is scheduled for publication by the end of the first quarter (Q1) of 2025.

Subscription for the remaining 1,700,000 common shares is available to qualified accredited investors, subject to a US$2 million minimum investment and certain other conditions. The securities sold in the Offering are private and subject to transfer restrictions until such time when they become listed on a public exchange.

Prior to the Offering, ownership in McEwen Copper is of 14,768,000 common shares (47.7%) for McEwen Mining and 4,000,000 common shares for Rob McEwen (12.9%). Assuming completion of the full amount of the Offering and the investment amounts shown above, McEwen Mining will own 45.8% of McEwen Copper and Rob McEwen will own 12.5%.

About McEwen Copper

McEwen Copper Inc. holds a 100% interest in the Los Azules copper project in San Juan, Argentina and the Elder Creek project in Nevada, USA.

Los Azules ranked the 8^th largest undeveloped copper deposits in the world (Mining Intelligence, 2022). Its current copper resources have increased to 10.9 billion pounds at a grade of 0.40% Cu (Indicated category) and an additional 26.7 billion pounds at a grade of 0.31% Cu (Inferred category) as of the June 2023 Preliminary Economic Assessment (PEA). The PEA estimates a $2.7 billion after-tax NPV8% at $3.75/lb Cu, a low average C1 production cost of $1.07/lb Cu, a 3.2-year payback period, and a 27-year mine life.

A bankable feasibility study (FS) is underway with completion, planned by the end of Q1 2025. Los Azules is being designed to be distinctly different from other copper mines, consuming significantly less water, emitting much lower carbon and progressing towards carbon neutral by 2038, and being powered by 100% renewable electricity once in operation.

This news release and the information included herein do not constitute an offer to buy or the solicitation of an offer to subscribe for or to buy any of the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

CAUTION STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This news release contains certain forward-looking statements and information, including "forward-looking statements" within the meaning of the private securities litigation reform act of 1995. The forward-looking statements are intended to be subject to the safe harbor provided by section 27a of the securities act of 1933, section 21e of the securities exchange act of 1934 and private securities litigation reform act of 1995.

This news release contains certain forward-looking statements and information, including "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements and information expressed, as at the date of this news release, McEwen Mining Inc.'s (the "Company") estimates, forecasts, projections, expectations or beliefs as to future events and results. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, risks and contingencies, and there can be no assurance that such statements and information will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements and information. Risks and uncertainties that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking statements and information include, but are not limited to, effects of the COVID-19 pandemic, fluctuations in the market price of precious metals, mining industry risks, political, economic, social and security risks associated with foreign operations, the ability of the corporation to receive or receive in a timely manner permits or other approvals required in connection with operations, risks associated with the construction of mining operations and commencement of production and the projected costs thereof, risks related to litigation, the state of the capital markets, environmental risks and hazards, uncertainty as to calculation of mineral resources and reserves, and other risks. Readers should not place undue reliance on forward-looking statements or information included herein, which speak only as of the date hereof. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. See McEwen Mining's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and other filings with the Securities and Exchange Commission, under the caption "Risk Factors", for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information regarding the Company. All forward-looking statements and information made in this news release are qualified by this cautionary statement.

The NYSE and TSX have not reviewed and do not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by management of McEwen Mining Inc.

ABOUT MCEWEN MINING

McEwen Mining is a gold and silver producer with operations in Nevada, Canada, Mexico and Argentina. In addition, it owns approximately 47.7% 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."

The McEwen Mining press release appears to be reviewed and verified by a Qualified Person (as that term is defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects) and the procedures, methodology and key assumptions disclosed therein are those adopted and consistently applied in the mining industry, but no Qualified Person engaged by TNR has done sufficient work to analyze, interpret, classify or verify McEwen Mining's information to determine the current mineral resource or other information referred to in its press releases. Accordingly, the reader is cautioned in placing any reliance on the disclosures therein.

"We are pleased that significant developments on the advancement of the Los Azules Copper Project towards feasibility have led to the increased Stellantis holdings in McEwen Copper as a strategic partner of this large copper, gold and silver project. In February 2023, Stellantis invested ARS $30 billion, and with additional investment of ARS $42 billion made after the new preliminary economic assessment (PEA) publication, has a total investment of ARS $72 billion. An aggregate of US $65 million in McEwen Copper was also invested by Rio Tinto's Venture Nuton in 2022 and 2023," stated Kirill Klip, TNR's Chief Executive Officer. "TNR Gold's vision is aligned with the leaders of innovation among automakers like Stellantis, whose aim is decarbonizing mobility, and mining industry leaders such as Rob McEwen, whose vision is 'to build a mine for the future, based on regenerative principles that can achieve net zero carbon emissions by 2038'.

"The 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.

"The new president of Argentina introduced important government policies aimed at supporting business and unlocking the country's economic potential. Mining is being recognized as an integral part of this economic development plan, providing jobs and enriching local communities.

"Strong team performance of McEwen Copper is advancing the Los Azules Project towards a feasibility study. The Los Azules Project PEA results highlight the potential to create a very robust leach project while reducing the environmental footprint, and greater environmental and social stewardship sets the Project apart from other potential mine developments.

"It's also very encouraging to see an updated independent mineral resource estimate that has increased the resource significantly. These assay results not only validate previous drilling results but also confirm the continuity of and extend the mineralization.

"Together with Nuton, McEwen Copper is exploring new technologies that save energy, water, time and capital, advancing Los Azules towards the goal of a leading environmental performance. The involvement of Rio Tinto, with its innovative technology, may also accelerate realizing the enormous potential of the Los Azules Project.

"Los Azules was ranked in the top ten largest undeveloped copper deposits in the world by Mining Intelligence (2022). 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-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 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 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, and future potential transactions being considered by the Special Committee and the Board. 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 SEDAR+ 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 enter into one or more strategic transactions, partnership or a spin-out, or be able to complete any further royalty acquisitions or sales of royalty interests, or portions thereof; debt or equity 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, in future, challenging 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/214547

FAQ

What recent update did TNR Gold provide about the Los Azules project?

TNR Gold announced a US$70 million financing by McEwen Mining for the Los Azules copper, gold, and silver project.

How much financing is McEwen Mining raising for the Los Azules project?

McEwen Mining is raising up to US$70 million through a non-brokered private placement.

What is the subscription price for McEwen Copper's new shares?

The subscription price for McEwen Copper's new shares is US$30.00 per share.

How much will McEwen Mining and Rob McEwen invest in the new financing round?

McEwen Mining will invest up to US$14 million and Rob McEwen up to US$5 million in the new financing round.

What will the financing proceeds be used for?

The proceeds will be used to advance a bankable feasibility study for the Los Azules project, expected by Q1 2025.

What is the impact of the financing on McEwen Mining's ownership in McEwen Copper?

McEwen Mining's ownership in McEwen Copper will decrease from 47.7% to 45.8% post-financing.

What will be Rob McEwen's ownership in McEwen Copper after the financing?

Rob McEwen's ownership in McEwen Copper will decrease from 12.9% to 12.5% after the financing.