All-cash, 45% premium, proposal to the TNR Board of Directors to maximize value and provide enhanced liquidity for all TNR shareholders
TORONTO–(BUSINESS WIRE)–Lithium Royalty Corp. (TSX: LIRC) (“LRC”, “we”, “us”, or “our”) is disclosing that LRC has proposed a non-binding all-cash offer to the Board of Directors (the “Board”) of TNR Gold Corp. (TSXV: TNR) (“TNR”), to acquire all of the common shares of TNR.
In our proposal to the TNR Board, LRC offered to acquire all the outstanding common shares of TNR for cash consideration of C$0.08 per TNR common share (the “Proposed Transaction”). The Proposed Transaction, submitted to the Board on September 25, 2023, represents a 45% premium to TNR’s closing share price on September 28, 2023, and 10 times the total cumulative volume traded over the last twelve months. LRC has been seeking to engage with TNR since mid-July 2023 to discuss a possible transaction.
Financial and Strategic Benefits of the Proposed Transaction
LRC believes that the Proposed Transaction is in the best interest of all TNR shareholders.
Attractive Premium to Shareholders: The Proposed Transaction implies a premium to TNR’s share price of:
- 45% based on TNR’s closing share price on September 28, 2023,
- 45% based on TNR’s one-year VWAP, and
- 60% premium to TNR’s private placement on May 19, 2022.
Immediate Liquidity: On average, TNR trades under 100,000 shares per day. At the last close share price of C$0.055, this implies C$5,500 of notional dollars traded per day. The Proposed Transaction represents a favourable liquidity event equivalent to 2,000 times daily trading volume and 10 times the total cumulative volume traded over the last twelve months.
Attractive Value: TNR’s share price has been unchanged year-to-date in 2023, over the last twelve months, and over the trailing three-year periods.
Strategic Rationale: In 2023, TNR partially monetized its Mariana net smelter royalty, re-paid all outstanding debt, and launched a share buyback, without any positive impact for shareholder value. The company’s balance sheet is limited and the company is sub-scale. The alternative proposed by LRC represents a real and substantive opportunity for TNR shareholders to access liquidity for their shares which otherwise has limited daily and annual dollar value traded, and at a material premium to current and historic value. In the alternative to our Proposed Transaction, the company has limited viable options for accretive strategic growth.
Alignment: The actions of management and insiders of TNR demonstrate that they believe the TNR shares are worth less than our proposed acquisition price of $0.08 per share. They have been net sellers of stock annually since 2021 at prices below $0.08 per share. Management have let options expire with exercise prices ranging from $0.05 to $0.075.
Further, management and director compensation has increased 270% in the first half of 2023, as compared to the same period in 2022. TNR also issued 1,500,000 options to directors, officers and consultants with exercise prices of $0.05 per share on September 26, 2023, a day after receiving LRC’s letter outlining our Proposed Transaction.
About Lithium Royalty Corp.
LRC is a lithium-focused royalty company with a globally diversified portfolio of 32 revenue royalties on mineral properties around the world that supply and are expected to supply raw materials to support the electrification of transportation and decarbonization of the global economy. Our portfolio is focused on high-grade and low-cost mineral projects that are primarily located in Australia, Canada, South America and the United States. LRC is a signatory to the Principles for Responsible Investment; the integration of ESG factors and sustainable mining are considerations in our investment analysis and royalty acquisitions.
Contacts
Contact Information for Inquiries:
Jonida Zaganjori
Investor Relations
(647) 792-1100
