Thursday, 21 May 2026

TNR Gold NSR Royalty Update – McEwen Copper Appoints Societe Generale as Financial Advisor for Project Debt Financing of Los Azules Project


The Rise of TNR Gold: TSX Venture Conditionally Approves $4.2M Strategic Investment by Royalty Giant Altius





"Kirill Klip, the Company’s Chief Executive Officer, stated, “We are pleased that McEwen Copper has reached this milestone following the release of the feasibility study and securing of an environmental permit for the construction and operation of Los Azules. The collaboration between McEwen Copper and International Finance Corporation (IFC), and admission to the Argentina Regime of Incentives for Investment (RIGI) could move the Los Azules copper project development closer to a construction decision.



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



TNR Gold’s vision is aligned with the leaders of innovation among automakers like Stellantis, whose aim is to decarbonize 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’.



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



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 feasibility study confirms Los Azules project as a long-life, low-cost producer of high-purity copper cathodes with strong economic returns and sustainability.  It highlights the potential to create a robust leach project while reducing the environmental footprint, and greater environmental and social stewardship sets the project apart from other potential mine developments.



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 as operators on the projects that will potentially generate royalty cashflows to contribute significant value for our shareholders.”





TNR Gold:

NEWS RELEASE

TNR Gold NSR Royalty Update – McEwen Copper Appoints Societe Generale as Financial Advisor for Project Debt Financing of Los Azules Project

"Vancouver, British Columbia – May 19, 2026: TNR Gold Corp. (TSX-V: TNR) (“TNR”, “TNR Gold” or the “Company”) is pleased to announce that McEwen Inc. (“McEwen”) 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”), which is 46.3% owned by McEwen.



A news release issued by McEwen on May 14, 2026, stated:

“(“McEwen Copper” or the “Company“) today announced that it has retained Societe Generale, to act as its sole financial advisor in connection with project debt financing of the Company’s Los Azules copper project located in San Juan Province, Argentina (the “Project“).

Under the mandate, Societe Generale will lead the structuring and arrangement of a senior debt package to fund the construction of the Project. Societe Generale’s scope of work spans both preparatory and implementation phases and includes development of the financing strategy; coordination of lenders’ technical, market, environmental and social, insurance, audit and tax due diligence; preparation of the lenders’ information package; and assistance with the negotiation. The financing is expected to be assembled from a combination of export credit agency, commercial bank debt, multilateral and development finance institution facilities, and potential project bond or other capital markets instruments.

The appointment complements the Company’s continuing relationship with the International Finance Corporation (IFC), a member of the World Bank Group, with whom the Company has a collaboration agreement to align the Project with IFC’s environmental, social, and governance standards in anticipation of international project financing. The Project will be developed in alignment with the Equator Principles.

‘Bringing Societe Generale on board marks a significant step in advancing Los Azules toward construction,’ said Michael Meding, Managing Director of McEwen Copper. ‘Societe Generale’s global project finance platform and long-standing relationships with the export credit agency, multilateral and commercial banking community make them an ideal partner to help us assemble a robust, competitively priced debt package for one of the world’s largest undeveloped copper projects.’ ”



In its news release dated May 6, 2026, McEwen stated:

“McEwen owns a 46.3% equity stake in McEwen Copper and a 1.25% NSR royalty on McEwen Copper’s Los Azules copper project. The royalty is projected to generate pre-tax $520.5 million at recent copper spot price of $5.80/lb and $389.5 million at the feasibility study’s base-case copper price of $4.35/lb over the 22-year mine life. There is potential to extend the life of Los Azules by an additional 33 years.



Los Azules advanced significantly in 2025, completing two foundational milestones: approval of its application under Argentina’s RIGI (Large Investment Incentive Regime), securing 30 years of legal, fiscal, and customs stability; and publication of a Feasibility Study confirming robust project economics, with initial 5-year average production of 205 ktpa of copper cathodes at $1.71/lb C1 cash cost over a 22-year mine life and identified upside potential to extend mine life for an additional 33 years adding an average of 141ktpa Cu per annum.

Following the Feasibility Study, project costs began to be capitalized in late Q3 2025 under U.S. GAAP. The 2026 objective is to advance the project toward a Final Investment Decision targeted for year-end 2026, with construction targeted to commence in early 2027, and production in 2030, subject to project financing and customary approvals.”



In its news release dated March 12, 2026, McEwen stated:

RIGI approval was obtained in September 2025 granting significant benefits which include regulatory stability, lower overall tax burden, access to international arbitration and guaranteed access to foreign currency.

We released a strong feasibility study in October 2025 with headline production of 205 ktpa copper cathodes that can be directly delivered to industry, at $1.71/lb C1 cash cost and $2.11/lb AISC, and average production of 148 ktpa copper over 22 years. The study also highlights upside potential to add another 33 years of mine life with 141 ktpa of copper production, using Rio Tinto’s Nuton technology or a conventional concentrator.

Our team is continuing detailed engineering, with the aim of delivering a Final Investment Decision (FID) by end of this year, with construction targeted to begin in early 2027, subject to project financing.

With the Feasibility Study completed, project costs for Los Azules began to be capitalized in late Q3 2025 under U.S. GAAP.”

For further details, visit the McEwen website.



Qualified Persons

The McEwen Copper feasibility study technical report has an effective date of September 3, 2025.

The feasibility study and associated news disclosures were reviewed and verified by the following qualified persons who are independent consultants of McEwen Copper:

  • Technical aspects of the news release related to Project Execution, Development information, and other information excluding mineral resource disclosure – James L. Sorensen – FAusIMM Reg. No. 221286 with Samuel Engineering.
  • Technical aspects of the news release related to Metallurgical Summary and Process Information – Michael McGlynn – SME Registered Member No. 4149430 with Samuel Engineering.
  • Disclosure related to the updated Los Azules mineral resource estimate – Jeff Sullivan – FAusIMM Reg. No. 201778 with CRM-SA, LLC.
  • Disclosure related to the initial Los Azules mining, and mineral reserve estimate – Gordon Zurowski, P.Eng with AGP Mining Consultants.
  • Technical aspects of the news release related to Financial Modeling – Steve Pozder – P.E. with Samuel Engineering.”



About McEwen Copper

McEwen Copper Inc. is a copper development company whose principal asset is the Los Azules project in San Juan Province, Argentina – an advanced-stage project counted among the largest undeveloped copper resources globally. McEwen Copper is 46.3%-owned by McEwen.

The McEwen 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’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.



Kirill Klip, the Company’s Chief Executive Officer, stated, “We are pleased that McEwen Copper has reached this milestone following the release of the feasibility study and securing of an environmental permit for the construction and operation of Los Azules. The collaboration between McEwen Copper and International Finance Corporation (IFC), and admission to the Argentina Regime of Incentives for Investment (RIGI) could move the Los Azules copper project development closer to a construction decision.

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

TNR Gold’s vision is aligned with the leaders of innovation among automakers like Stellantis, whose aim is to decarbonize 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’.

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

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 feasibility study confirms Los Azules project as a long-life, low-cost producer of high-purity copper cathodes with strong economic returns and sustainability.  It highlights the potential to create a robust leach project while reducing the environmental footprint, and greater environmental and social stewardship sets the project apart from other potential mine developments.

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 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 will potentially generate royalty cashflows to contribute significant value for our shareholders.

Over the past thirty 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% of such NSR royalty is held on behalf of a shareholder of the Company. 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. Ganfeng Lithium officially inaugurated Mariana Lithium’s start of production at a 20,000 tons-per-annum lithium chloride plant on February 12, 2025.

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 of the Company. The Los Azules Copper Project is being developed by McEwen Inc.

TNR also holds a 7% NPR on the Batidero I and II properties of the Josemaria Project that is being developed by the joint venture between Lundin Mining and BHP.

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 future receipt of cash flows from its royalty holdings and the subsequent contribution of significant value to its shareholders; the possible growth of TNR’s value; and TNR’s strategy and business objectives; TNR’s corporate objectives and future potential transactions being considered by the Special Committee and the Board, and the benefit that TNR’s shareholders may derive from same; TNR’s future receipt of cash flows from its royalty holdings and the subsequent contribution of significant value to its shareholders; the possible growth of TNR’s value; future revenue and increased valuations of TNR’s royalty holdings caused by potential strategic alliances with major mining companies and investment institutions; the potential production from the Mariana Lithium Project; future investment of substantial capital in the development of the Shotgun Gold Project by a potential partner of TNR; the possible benefits that may accrue to the Los Azules copper project; the potential acceleration of the Los Azules project’s potential due to Rio Tinto’s involvement in the project; and the potential benefits caused by delivering ‘green copper’ to Argentina and the world. 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 Inc., Ganfeng Lithium, Lundin Mining and BHP 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."




Saturday, 16 May 2026

The Rise of TNR Gold: TSX Venture Conditionally Approves $4.2M Strategic Investment by Royalty Giant Altius



GEM Royalty TNR Gold Corp. 

“TNR Gold Corp is your gateway to the green energy rEVolution and gold stability! We're building a leading green energy metals royalty and gold company, offering a unique entry into the supply chains powering the energy transition. With a 1.5% NSR royalty (of which 0.15% is held on behalf of a shareholder) on the Mariana Lithium Project in Argentina, operated by Ganfeng Lithium, and a 0.4% NSR (of which 0.04% is held on behalf of a shareholder) on the massive Los Azules Copper Project with McEwen Mining—backed by giants like Rio Tinto and Stellantis—we’re positioned for significant cash flows without the capital burden. Add to that our 90% stake in the Shotgun Gold Project in Alaska, near the Donlin Gold deposit, with 705,960 ounces of inferred gold resources, and we’re a diversified powerhouse. TNR delivers exposure to lithium, copper, silver and gold, blending blue-sky discovery with partnerships that drive value—perfect for investors seeking growth and a hedge in today’s economic cycle!”
Kirill Klip, Executive Chairman,
TNR Gold Corp.


Dear Shareholders,

I am delighted to extend my warmest congratulations to all of you today.

I am very pleased to report that we have now received TSX Venture conditional approval to complete the private placement of Altius' strategic investment in TNR Gold. This important milestone marks a significant achievement for TNR Gold and underscores the continued confidence in our project and strategy.

Mr Market celebrated with us again, as TNR Gold shares closed at 24 cents yesterday, a 12% increase on the day.

We remain committed to advancing our initiatives and delivering long-term value for our shareholders.

None of this would have been possible without your unwavering support and trust in our talented Team. On behalf of the entire TNR Gold Team, I extend our deepest gratitude.

Thank you for your continued support.

Our guiding principle remains unchanged: "Solid values in uncertain times.”

Best and stay safe.


Kirill Klip,

Executive Chairman

TNR Gold Team

We build wealth for our Shareholders.

The Mining Alliance of Trust





"TNR Gold Corp (TSX-V:TNR, FRA:TNW, OTC:TRRXF) executive chairman Kirill Klip joined Proactive's Stephen Gunnion after the company secured conditional TSX Venture Exchange approval for a strategic C$4.2 million investment from Altius Minerals.

Chart by Nicholas Winton

Altius will acquire 23.5 million shares, with Klip calling the deal a “very important milestone” that validates TNR Gold’s royalty-focused strategy and long-term vision. Klip also highlighted progress across the company’s royalty portfolio, including first lithium chloride exports from Ganfeng’s Mariana project in Argentina, where royalty payments are expected soon. He also discussed financing and development momentum at the Los Azules copper project, alongside TNR Gold’s longer-term plans for stronger cash flow, potential share buybacks and dividends. 

The interview concluded with an update on the Shotgun Gold project in Alaska, where TNR Gold is seeking a major mining partner to accelerate growth." (Proactive)



There is no investment advice in any of our posts. 
Always consult a qualified financial adviser before making any investment decisions. 
Do Your Own Research.


(Only publicly available information is used on this Blog and any Kirill Klip and TNR Gold social media feeds)

Chart by Nicholas Winton

Altius Minerals Corporation is a prominent Canadian diversified mining royalty company. This royalty giant with a $3B market cap is made in Canada and distinguished by deep expertise and a commitment to excellence. With deep roots in project generation, relationship-building, and business nurturing, Altius stands out as a rising star in the royalty sector.


In December 2025, Altius demonstrated one of its core advantages - its investment discipline and applied it in style, making a brilliant acquisition of Lithium Royalty Corp. with perfect timing just before humanoid robots supercharged the lithium market again.


"Meanwhile, following this announcement and when we do not have any material news to share with all of you, according to all legal requirements and regulations, I have significantly boosted my stake in TNR Gold by acquiring an additional 500,000 shares. I continue to increase my position. TNR Gold’s Chief Financial Officer, Maurice Brian Brooks, and John K. Davies, Chair of the Audit Committee, have recently purchased shares in the open market."



 

"The tendency for major mining corporations to acquire strategic stakes rather than pursue direct operational control reflects sophisticated risk management approaches that prioritise capital preservation while maintaining exposure to critical mineral price appreciation. This investment psychology becomes particularly evident when examining how established royalty companies construct portfolios that balance passive income generation with growth optionality, as demonstrated by the Altius Minerals investment in TNR Gold." (Discovery Alert)




This strategic investment by Altius, combined with insider buying, positions TNR Gold to capitalise on its unique royalty portfolio and partnerships with leading operators, while advancing value creation for all shareholders.


"After months of diligent negotiationsin line with our announced Strategy of Corporate Development, we are delighted to welcome Altius, a CAN$2.9B market-cap royalty company, as a strategic investor in TNR Gold. It is a strategic, non-control position that signals confidence in our Company. 

We received our first "Michelin Star", and Mr Market celebrated with us this time. TNR Gold shares traded as high as 27 cents and closed at 26 cents yesterday, jumping 30% after this announcement."


The Altius team shares the fundamental values, vision, and strategic objectives of the TNR Gold team for building the Green Energy Metals Royalty and Gold Company. This strategic investment enables TNR Gold to advance the execution of our strategic plan, elevating our vision of building a new, dynamic royalty and gold company to the next level. It further reflects strong market recognition of the quality of our assets and their potential by our strategic partners.


The potential of our royalty portfolio is now well recognised across the industry, and in the next very important stage, we will tell our GEM Royalty Story to Mr Market and Institutional Investors, whose participation will help us achieve our well-defined goals.


Kirill Klip, Executive Chairman of TNR Gold stated, “We are delighted to welcome Altius as a strategic, non-controlling investor in TNR Gold. This investment enables TNR Gold to advance the execution of its strategic plan and reflects strong market recognition of the quality of our assets and their potential.”



Kirill Klip continued, “Our business model provides a unique entry point into the creation of supply chains for critical materials like energy metals, which are powering the Energy rEVolution, and the gold industry that is providing the ultimate hedge during this part of the economic cycle. Our shareholders are participating in the building of The Green Energy Metals Royalty and Gold Company. In our portfolio, we have a unique combination of assets providing exposure to different parts of the mining cycle, starting with the power of blue-sky discovery, and including partnerships with industry leaders like McEwen Inc., Ganfeng Lithium, Lundin Mining and BHP as operators on the projects that could potentially generate royalty cashflows to contribute value for our shareholders. My holding of 27,763,000 common shares in TNR Gold serves as further evidence of my deep personal commitment to the Company and strong confidence in our experienced team and its strategic development plan. We look forward to working with Altius to maximize value for all our shareholders.”



Altius commented, “This investment is consistent with our well-established strategy of patiently acquiring minority equity positions in companies that hold royalties relating to high-potential mineral resource projects. The TNR royalty portfolio includes exposure to major copper and lithium deposits. These include the world-class Los Azules copper project and the recently commissioned Mariana lithium brine project, over which Altius also holds a direct royalty interest. We look forward to working constructively with the TNR team as its royalty portfolio and business continues to advance and mature.”




TNR Gold:

NEWS RELEASE

TNR Gold Announces TSX Venture Exchange Conditional Approval of Altius Strategic Investment

"Vancouver, British Columbia – May 13, 2026: TNR Gold Corp. (TSX-V: TNR) (“TNR”, “TNR Gold” or the “Company”) is pleased to announce that further to its April 6, 2026 news release regarding its strategic private placement by Altius Resources Inc. (“Altius Resources”), a wholly-owned subsidiary of Altius Minerals Corporation (TSX: ALS; OTCQX: ATUSF) (“Altius”), TNR Gold has now received TSX Venture Exchange conditional approval to complete the private placement (the “Private Placement”).

The Private Placement is expected to close no sooner than 5 trading days from the date of this news release. The Company will issue 23,500,000 common shares to Altius Resources under the Private Placement for gross proceeds of $4,171,250. All common shares issued to Altius Resources will bear a statutory hold period of four months and one day from the date of issuance. The proceeds of the Private Placement will be used to finance potential corporate development initiatives, property maintenance and exploration on the Company’s Shotgun Gold Project in Alaska, possible royalty acquisition of the portion of the Mariana Royalty and Los Azules Royalty it holds on behalf of a shareholder, and for general corporate and working capital requirements.

Kirill Klip, Executive Chairman of TNR Gold stated, “We are delighted to welcome Altius as a strategic, non-controlling investor in TNR Gold. This investment enables TNR Gold to advance the execution of its strategic plan and reflects strong market recognition of the quality of our assets and their potential.”

Kirill Klip continued, “Our business model provides a unique entry point into the creation of supply chains for critical materials like energy metals, which are powering the Energy rEVolution, and the gold industry that is providing the ultimate hedge during this part of the economic cycle. Our shareholders are participating in the building of The Green Energy Metals Royalty and Gold Company. In our portfolio, we have a unique combination of assets providing exposure to different parts of the mining cycle, starting with the power of blue-sky discovery, and including partnerships with industry leaders like McEwen Inc., Ganfeng Lithium, Lundin Mining and BHP as operators on the projects that could potentially generate royalty cashflows to contribute value for our shareholders. My holding of 27,763,000 common shares in TNR Gold serves as further evidence of my deep personal commitment to the Company and strong confidence in our experienced team and its strategic development plan. We look forward to working with Altius to maximize value for all our shareholders.”

Altius commented, “This investment is consistent with our well-established strategy of patiently acquiring minority equity positions in companies that hold royalties relating to high-potential mineral resource projects. The TNR royalty portfolio includes exposure to major copper and lithium deposits. These include the world-class Los Azules copper project and the recently commissioned Mariana lithium brine project, over which Altius also holds a direct royalty interest. We look forward to working constructively with the TNR team as its royalty portfolio and business continues to advance and mature.”

On completion of the Private Placement (“Closing”) TNR Gold and Altius will enter into the following agreements:

  • a right of first offer agreement, pursuant to which TNR will grant to Altius Royalty Corporation, a wholly-owned subsidiary of Altius, a right of first offer on the sale of TNR’s 1.35% NSR royalty on the Mariana Lithium Project in Argentina and TNR’s 0.36% NSR royalty on the Los Azules Copper Project in Argentina (the “ROFO Agreement”); and
  • a voting agreement, pursuant to which (i) TNR will grant to Altius Resources the right to participate in future private placements and certain other issuances of securities by TNR, such that Altius Resources may maintain its pro rata ownership of TNR following Closing, and (ii) Altius Resources will agree to vote its TNR Shares in favour of any directors nominated by TNR’s management and other matters that are unanimously recommended by TNR’s board of directors, for a period of five years from Closing (together with the ROFO Agreement, the “Ancillary Agreements”). Since the Private Placement was announced, TNR and Altius Resources have agreed to revisions to the voting agreement to permit Altius Resources to abstain from voting on any of the voting support matters in a manner consistent with the guidance in TSX Staff Notice 2023-0001.

The Ancillary Agreements will terminate automatically upon Altius Resources ceasing to own at least 6% of TNR’s issued and outstanding shares on a non-diluted basis.



ABOUT ALTIUS MINERALS CORPORATION

Altius’s strategy is to create per share growth through a diversified portfolio of royalty assets that relate to long life, high margin operations. This strategy further provides shareholders with exposures that are well aligned with global growth trends including increasing electricity-based market share within energy usage, global infrastructure build and refurbishment growth, increased EAF based steelmaking, steadily increasing agricultural fertilizer requirements and the enhanced appetite for financial asset diversification through precious metals ownership. These macro-trends each hold the potential to cause higher demand for many of Altius’s commodity exposures including potash, high purity iron ore, renewable energy, base and battery metals, and gold. In addition, Altius runs a successful Project Generation business that originates mineral projects for sale to developers in exchange for royalties and that has a demonstrated track record of driving outsized direct returns from its overall royalty investment portfolio. It is a member of both the S&P/TSX Small Cap and S&P/TSX Global Mining Indices and the S&P/TSX Canadian Dividend Aristocrats Index.



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 will potentially generate royalty cashflows to contribute significant value for our shareholders.

Over the past thirty 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% of such NSR royalty is held on behalf of a shareholder of the Company. 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. Ganfeng officially inaugurated Mariana Lithium’s start of production at a 20,000 tons-per-annum lithium chloride plant on February 12, 2025.

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 of the Company. The Los Azules Copper Project is being developed by McEwen Inc.

TNR also holds a 7% NPR on the Batidero I and II properties of the Josemaria Project that is being developed by the joint-venture between Lundin Mining and BHP.

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: the terms of the Private Placement and the completion of same; the use of proceeds from the Private Placement; TNR’s future receipt of cash flows from its royalty holdings and the subsequent contribution of significant value to its shareholders; the possible growth of TNR’s value; the terms of the Ancillary Agreements and the entering into of same; and TNR’s strategy and business objectives. 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 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."