Vancouver B.C.: TNR Gold Corp. ("TNR") or ("the Company") Further to the Company's news release today on the signing of formal documentation for the Los Azules settlement, and as a result of many shareholder inquiries, TNR would like to explain in a question and answer format what the settlement of the Los Azules Copper Property Lawsuit with McEwen Mining Inc. means for TNR and its shareholders.
Q: What Does the Los Azules Settlement Mean for TNR Gold?
A: The settlement restores a back-in right to TNR Gold which is exercisable following the completion of a feasibility study. The back-in right allows TNR Gold to back-in for up to 25% of the northern part of the Los Azules property, which is currently believed by McEwen Mining to contain the largest share of the known resource at Los Azules. If TNR Gold elects to back-in for 5% or less, or has its interest diluted to 5% or less, TNR Gold's interest automatically converts to a 0.6% Net Smelter Royalty ("NSR"). TNR Gold's back-in right applies to those properties subject to an Exploration and Option Agreement originally signed by Solitario Argentina S.A. (a subsidiary of TNR Gold) and M.I.M. Argentina Exploraciones S.A. on May 15, 2004 (as amended) (the "Property").
In addition, TNR Gold has been issued 1 million shares in McEwen Mining and delivery of such shares will occur upon the transfer of mineral rights to the Escorpio IV mining tenure to McEwen Mining. The shares are also subject to normal statutory hold periods. (Information about McEwen Mining can be found at http://www.mcewenmining.com and on Sedar at http://www.sedar.com).
TNR Gold and the other parties to the litigation have also dismissed by consent all claims and counterclaims in the litigation.
TNR Gold may decide in the future to realize the value of some or all of the assets received in this settlement. Proceeds realized from such disposition may be used to retire the Company's debt and provide working capital which could reduce the need for future dilution of the Company.
Q: Does TNR Gold need to contribute any money to McEwen Mining in order to maintain its Back-In Right?
A: No, not at this time. TNR Gold does not have to contribute any money to McEwen Mining to maintain its back-in right until such time as a feasibility study is produced and the back-in right exercised.
Q: What Does Back-In Right mean?
A: A back-in right refers to a contractual right of a former owner of a property to buy back an interest in that property. In relation to Los Azules, TNR Gold's back-in right allows TNR Gold to buy back an interest of up to 25% in the "Property" as defined above.
Q: How much will it cost TNR Gold to exercise its Back-In Right?
A: If a feasibility study is produced in relation to the Property (as defined above), TNR Gold may elect to buy back into the Property by paying two times the pro rata expenses attributable to the back-in percentage. In other words, in order for TNR Gold to back in to a 25% interest in the Property, TNR Gold must pay two times 25% of the actual expenditures in relation to the Property or the exploration of the Property. Upon backing-in, TNR Gold may elect to maintain its interest in the Property or allow its interest to be diluted to 5% and thereby be converted to a 0.6% NSR on the Property.
Q: How can the resource attributed to TNR Gold's Back-In Right be calculated?
A: The back-in right allows TNR Gold to back-in for up to 25% of the Property. The resource attributed to TNR Gold's back-in right may be estimated by referring to the most recent NI 43-101 reports issued by McEwen Mining to identify the portion of the Los Azules resource that lies within the bounds of the Property. Presently, McEwen Mining believes that the largest share of the indicated and inferred mineral resources at Los Azules are contained within the bounds of the Property. The estimate of the distribution of mineral resources at Los Azules is expected to become further refined upon the completion of further drilling.
Further information pertaining to Property is available on the McEwen Mining Website (http://www.mcewenmining.com) and on Sedar (http://www.sedar.com).
Q: Will TNR Gold have to dilute its shareholders in order to retain the Back-In Right?
A: No, TNR Gold does not have to carry out any financing in order to retain its back-in right at this time. TNR will not share the cost of producing a feasibility study until after it decides to exercise its back-in right.
Q: Does TNR Gold face any risk in relation to its Back-in Right?
A: A feasibility study provides in-depth information about a proposed project and allows management to assess the risks associated with a project with greater certainty. If a feasibility study is produced, TNR Gold will have the right to back-in to the Property. Accordingly, TNR Gold's management will have the benefit of a feasibility study at the time that it decides how it wishes to proceed. At such time, TNR Gold will have several strategic options including:
?.Electing to back in for up to a 25% interest in the Property by seeking to raise the necessary funds using one of the following vehicles:
?.the sale of an asset;
?.raising equity financing; or
?.entering into an agreement with a third-party partner in order to finance TNR's back-in.
?.Electing to sell its back-in right; or
?.Electing to back-in to a 0.6% NSR in relation to the Property.
Q: What Does Net Smelter Return (NSR) Mean?
A: A Net Smelter Return (NSR) is a royalty payable on the gross proceeds received from the sale of the products produced by a mine less a set of defined allowable deductions which may include certain costs associated with the smelting and refining of the products, costs associated with the transportation of the products to the place of treatment and the place of sale and specified taxes and levies.
Q. Has TNR Gold received any other assets in the Los Azules settlement?
A: Yes, TNR Gold has received 1,000,000 shares of McEwen Mining. The shares are subject to normal statutory hold periods.
Q. What will happen to TNR Gold's Back-In Right in the event McEwen Mining sells the Los Azules property?
A: TNR Gold's back-in right relates to the Property (a portion of the Los Azules deposit) and "survives" any transfer, including but not limited to a spinout into a separate company or the sale of the property. Any new operator will be bound by TNR Gold's existing Back-In Right (including TNR Gold's right to a 0.6% NSR).
Q: What are the next steps for TNR Gold Corp?
A: TNR Gold's primary focus will be the development of Shotgun Gold deposit in Alaska. All other assets will be advanced based on J/V models or converted into the stakes in the companies developing them and/or royalties attributed to them. Good examples of this strategy implemented would be the spinoff company International Lithium Corp. and the retention of royalties from projects it has generated.
Kirill Klip, Non-Executive Chairman of TNR Gold, stated, "I welcome the positive resolution of the Los Azules litigation in the out of court settlement between TNR Gold and McEwen Mining. I would like personally to thank Rob McEwen as this resolution is a highly beneficial outcome for both our companies. Removing the uncertainty over the rights to Los Azules will allow the project to now achieve its full potential for the benefit of the shareholders of both TNR Gold and McEwen Mining, and I consider our stake in McEwen Mining as a strategic holding for TNR Gold."
About TNR Gold Corp.
Over the past twenty-one 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 is well positioned to aggressively identify, source, explore, partner and continue to expand its project portfolio.
TNR's subsidiary, International Lithium Corp. (TSX:ILC.V), demonstrated the successful application of TNR's business model in which TNR shareholders benefited from a unit distribution upon spin-out of TNR's lithium and rare metals projects. Gangeng Lithium Co. Ltd. Is a leading China based, multi-product lithium manufacturer, and strategic partner and investor in ILC. TNR remains a large shareholder in ILC at 25.5% of outstanding shares.
At its core, TNR provides significant exposure to gold and copper through its holdings in Alaska and Argentina; and teamed with the recent acquisitions of rare-earth elements and iron ore projects in Canada confirm TNR's commitment to continued generation of in-demand projects, while diversifying its markets and building shareholder value.
Additional information can be found on the TNR Gold Corp. website www.tnrgoldcorp.com. We encourage you to email us any of your comments or questions to firstname.lastname@example.org
On behalf of the board,
Neither the 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 Q&A. Statements in this Q&A other than purely historical information, historical estimates should not be relied upon, including statements relating to the Company's future plans and objectives or expected results, are forward-looking statements. Q&A may contain certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended. Forward-looking statements are based on numerous assumptions and are subject to all of the risks and uncertainties inherent in the Company's business, including risks inherent in resource exploration and development. As a result, actual results may vary materially from those described in the forward-looking statements.
*Source Geoscience Reporting Guidelines, National Library of Canada Cataloguing in Publication Data Grant, Brian PGeo, 2003