Showing posts sorted by relevance for query TNR Gold. Sort by date Show all posts
Showing posts sorted by relevance for query TNR Gold. Sort by date Show all posts

Tuesday, February 05, 2013

TNR Gold Corp. Summarizes Settlement of Lawsuit With McEwen Mining regarding Los Azules Copper Property With Questions & Answers TNR.v, MUX.


Please Note our New Legal Disclaimer on the Blog


"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."  

TNR Gold Surrounds Shotgun Ridge with Mining Claims TNR.v





  McEwen Mining has published the new Presentation on January 30, 2013 with the very impressive picture of Los Azules copper project and promising "Another resource estimate next week!" and "New PEA Q3."

Update:
February 05, 2013 16:30 ET
McEwen Mining Continues to Expand Los Azules' Large, High-Grade, Mineral Resource

Contained Copper in Inferred Class Resource Increased by +29%
Exploration Program Remains On-Going
"TORONTO, ONTARIO--(Marketwire - Feb. 5, 2013) - McEwen Mining Inc. (NYSE:MUX)(TSX:MUX) is pleased to announce an updated, Canadian National Instrument 43-101 compliant ("NI 43-101") mineral resource estimate for its 100% owned Los Azules Copper Project in San Juan Province, Argentina. Most importantly, drilling has expanded contained copper in the inferred resource category by 29% to 13.95 billion lbs. Contained copper in the indicated resource decreased slightly to 4.45 billion lbs. The expanded resource incorporates 6,966 meters of new drilling from 10 additional holes. The resource remains open laterally, to depth and along strike (to view cross-sections displaying the resource click here). Los Azules is one of the world's largest, undeveloped, high-grade, open pit copper projects which, contains significant growth potential."















TNR Gold Corp. Finalizes Los Azules Settlement with McEwen Mining TNR.v, MUX








TNR Gold Corp. Summarizes Settlement of Lawsuit regarding Los Azules Copper Property With Questions & Answers

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:


o debt financing;
o the sale of an asset;
o raising equity financing; or
o 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 info@tnrgoldcorp.com


On behalf of the board,

Gary Schellenberg
President


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"



Please Note our New Legal Disclaimer on the Blog, including, but Not limited to:




There are NO Qualified Persons among the authors of this blog as it is defined by NI 43-101, we were NOT able to verify and check any provided information in the articles, news releases or on the links embedded on this blog; you must NOT rely in any sense on any of this information in order to make any resource or value calculation, or attribute any particular value or Price Target to any discussed securities.


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Please, do not forget, that we own stocks we are writing about and have position in these companies. We are not providing any investment advice on this blog and there is no solicitation to buy or sell any particular company.

Saturday, May 21, 2011

Mineweb: Minera Andes drops plans to spin-out Los Azules because of a court case with TNR Gold questioning its full ownership of the project. tnr.v, mai.to, tck, cuu.v, czx.v, lun.to, bwr.to, cs.to, imn.to, ncu.to, tko.to, wrn.to, qux.to, bls.to, bhp, fcx


Now we have the links to the documents discussed in the article:






  Los Azules drives a lot of attention these days and the story has spilled out into the media now. Rob McEwen was giving to the Mineweb his view on the Los Azules litigation story in the interview, but TNR Gold has simply sent its latest court application documents, which are public now; and the story in the article became so much interesting. We guess, that a lot of investors in Minera Andes are taken by complete surprise how the litigation is turning now. 
  
"While McEwen denied the merit of TNR Gold's claims to Los Azules, he reasoned the postponent of the spin out was in part necessary as the court case, now set to take longer, raised "questions investors don't like to hear."

  We think, it is more like some managers do not like to answer those questions. We guess, that all shareholders of Minera Andes and TNR Gold would like to hear more about this case and all facts surrounding it.
  Mineweb has made a great investigative journalist job to dig out all these facts and publish this article. They raise the bar very high with its slogan of "Uncompromising Independence" and we can see them in action. Now all interested parties can draw their own conclusions and we encourage everyone interested do not take anything lightly and study the all available litigation documents by themselves.
  We hope that Gary Schellenberg from TNR Gold will be able to provide his side of the story for the Los Azules litigation, but suggestion that George Macintosh, Q.C. from Farris, who leads TNR Gold litigation team, is engaged in any kind of "blackmail" sounds very desperate to us already. In his previous litigation with Hochschild Rob McEwen had "a partner from hell", now one of 2011 Lawyers Of The Year named by Best Lawyers is "blackmailing" him. 

"30 NOVEMBER 2010
BEST LAWYERS NAMES GEORGE MACINTOSH AS ONE OF THE 2011 LAWYERS OF THE YEAR
Best Lawyers, the oldest peer-review publication in the legal profession, has named George Macintosh, Q.C. as the “Vancouver Best Lawyers Best-the-Company Litigator of the Year” for 2011.
“The lawyers being honoured as “Lawyers of the Year” have received particularly high ratings in our surveys by earning a high level of respect among their peers for their abilities, professionalism, and integrity” states Best Lawyers.
 To view a copy of George Macintosh’s biography please click here."

  Judge will not look at the headlines, but will look at the facts: emails, calculations, witnesses' testimonies  - and we, finally, can get a grasp of these facts from this article.
   We must admit, that all this time we were at lost why has Xstrata decided not to exercise its own option with Minera Andes for 51% of all Los Azules in October 2009? Why has the Copper company like Xstrata decided just to walk away from such a deposit like Los Azules, when copper market was turning up with the recovering economy? Does Rob McEwen really think that he outsmarted Xstrata for the free gift here? Now we have some indications that, maybe, TNR Gold litigation team has found the real reasons behind Xstrata's move out of the project.
  We will be monitoring this situation with increased interest, particularly after all these revelations from the court documents obtained by the Mineweb and the facts produced in this article; and will publish links to TNR Gold's latest application sited in this article and recent Judge decision once they will become available.
  TNR Gold meanwhile was trustworthy enough with its shareholders, with Nova Gold and Barrick Gold among them, for the leading Chinese Lithium manufacturer Ganfeng Lithium to take strategic stake in its IPO of International Lithium, which will start trading on 24th of May with ILC.v ticker on TSX venture exchange.
  Talking about Chinese interest in TNR Gold and its projects, we have to mention another shareholder in that company - Canada Zinc Metals - Chinese Copper and Zinc giant Tongling Nonferrous Metals Group who owns now 36% of CZX.v Further developments around Los Azules promise to be very interesting.





  "Minera Andes Defers Spin-Out of Los Azules Copper Project. Rob McEwen's decision was very fast, we have mentioned today that he can be really surprised by some recent findings in the discovery stage of preparations to Los Azules litigation. Time is to check the legal file properly.


"The New Claim alleges that Xstrata and Minera Andes did not complete the required exploration expenditures required for Xstrata's exercise of its option on April 23, 2007 to acquire the Properties. On that basis, TNR and Solitario advance a claim of breach of contract and intentional interference with economic relations, and seek the return of the Properties, or alternatively, damages as against the defendants or any of them."

These properties are called Xstrata on the map below. TNR Gold litigation team now seeks in this new claim that Northern half of the Los Azules deposit to be returned to TNR Gold. The level of the case is elevated now by this action from potentially 15% after back-in into the project for TNR Gold (it is 25% for the Northern Half of the deposit, but high grade core is located on TNR Gold property called Xstrata on the map) to the claim that seeks the return of the all Solitario (TNR Gold subsidiary in Argentina) properties, which comprise roughly half of the Los Azules deposit at this moment - above the line on the map called Xstrata.



Nobody will take these kind of developments lightly just before the trial which was due to commence in June 2011. It took Judge two days to consider the application of George Macintosh litigation team and it was granted to TNR Gold.
  Actually, Minera Andes has warned about this potential situation in its latest MD&A:

   We think that maybe from now on it will be more prudent to call Los Azules not 100% owned project, but subject to ongoing litigation and CIBC has already noticed this litigation before.
  Our take here is that, maybe, during the-so-called discovery stage, when all involved parties in litigation are producing the documents and witnesses are called to testify; new information was discovered, which was not available to TNR Gold at the moment of option execution and it allowed George Macintosh litigation team to convince the Judge that this claim is material enough for the court to consider it during the trial.
  We will provide for your consideration the description of Los Azules and its value by Minera Andes and NRs from both companies. Los Azules is building up in the very important Copper project with word size potential and we can not agree more with Rob McEwen that it will become the major Copper mine one day. The project is very highly leveraged to the Copper price and Rob McEwen has done a great job to increase its size - now we are waiting for another drill results from Minera Andes, which are already long time due with five rigs on the property. 
  We can not speak for Rob McEwen, of course, but think that he has a few nasty surprises from these legal stage of discovery in this trial - potentially how the former management at Xstrata and Minera Andes have been dealing with TNR Gold. But Judge will be to decide in any case in all this situation. Relationship between Minera Andes and Xstrata will be another interesting topic to watch. More"


Please, do not forget, that we own stocks we are writing about and have position in these companies. We are not providing any investment advise on this blog and there is no solicitation to buy or sell any particular company here. Always consult with your qualified financial adviser before making any investment decisions.




Mineweb:


Minera Andes' McEwen calls competing claim to Los Azules ‘blackmail'

Minera Andes drops plans to spin-out Los Azules in part because of a court case questioning its full ownership of the project.

Posted: Saturday, 21 May 2011

HALIFAX -
Reverberations of a significantly expanded legal claim to a much larger portion of Minera Andes' massive Los Azules copper deposit in Argentina - which Minera Andes's president and CEO Rob McEwen quickly and vociferously rejected - is having an immediate impact on Minera Andes' plans to spin out the deposit into a separate company. On Friday Minera Andes announced it was shelving those plans, made public last February, given financial and legal considerations.

The postponement followed news TNR Gold, which has for a number of years sought through the Supreme Court of British Columbia to regain partial property rights to Los Azules, had been given a green light by the court to advance an additional claim that, if successful, would see it get a substantially bigger chunk of Los Azules than previously sought.

TNR Gold has for years contested Minera Andes' 100-percent ownership of Los Azules. The thrust of TNR Gold's argument until recently had been that it should have been allowed to exercise a 25-percent back-in right on concessions that cover the northern portion of the Los Azules deposit, which in total holds indicated resources of some 2.2 billion pounds of copper.

That back-in right flowed from TNR Gold's original ownership of a significant, northern portion of Los Azules that in the early 2000s it farmed out to Xstrata, which then optioned the concessions to Minera Andes.

A court hearing to consider TNR Gold's claims to the northern area of Los Azules through its back-in right had previously been set for this June, the same month Minera Andes had intended to spin out Los Azules into a separate company. McEwen told Mineweb in an interview Friday he had hoped those legal proceedings would have been underway before Minera Andes shipped off Los Azules.

But in mid-May TNR Gold threw a wrench into those plans. It gave notice that the BC Supreme Court would allow it to add a new claim to the case alleging Xstrata and Minera Andes did not meet required exploration expenditures to exercise the option agreement governing the property in 2007. The implication: TNR Gold believes it still owns the entire northern portion of Los Azules, and not just a 25-percent back in right.

Rob McEwen said of TNR Gold's claims over part of Minera Andes' Los Azules project "To me it's a form of blackmail."

That is a charge TNR Gold President and CEO Gary Schellenberg was not available to respond to, as Chief Operating Officer Michael Sieb, deferring comment, noted Schellenberg would be out of the office until May 25, 2011. In lieu of comment, however, Sieb pointed to the arguments set out in TNR Gold's court application to advance its new claim of unmet exploration expenditures, which it provided to Mineweb.

Back in early September, 2007, TNR Gold had originally signed off on the option agreement, stating in a press release, "All cash payments due by May 15, 2008 have now been received. All exploration expenditures have also been incurred."

But, according to court documents, TNR Gold now alleges Minera Andes and Xstrata failed to meet those expenditures as they rushed to hit the $1 million mark so they could as quickly as possible "take-out" TNR Gold's 25-percent back-in right on the property.

TNR Gold has long maintained it was more or less duped into signing off on a back-in right with an expiration date. The final draft of an option agreement stipulated TNR Gold could acquire a 25 percent stake over a 120-day period if Xstrata (or as it would turn out, Minera Andes) completed a feasibility study within 36 months of exercising the TNR Gold-Los Azules option.

However, in a case of what boils down to not reading the fine print, TNR Gold said it never discussed the time-limit clause with Xstrata and that initial drafts of the option did not contemplate one. TNR Gold wrote in court documents that the 36-month stipulation was added after initial discussions on the option agreement and "in lengthy blacklined text along with various non-substantial changes." It, TNR Gold said, went unnoticed for some years.

Moreover, TNR Gold charged, Xstrata never intended to produce a feasibility study. To that alleged end, in its application to advance its new claim TNR Gold quoted an email apparently sent between two Xstrata employees at the time. According to TNR Gold it read, "Yes, taking Solitario (TNR Gold subsidiary) out of the game is a good idea. All we have to do now is not complete a feasibility study within the next three years!"

Though a feasibility study was not completed within the 36 months period, in early 2010 TNR Gold signalled to Minera Andes that it wanted to exercise its back-in right anyway by waiving the feasibility requirement. Minera Andes disagreed with TNR Gold's standpoint on the matter.

"It is Minera Andes' view that TNR's back in right is dependent upon the production of a feasibility study which has never been produced," Minera Andes responded to the back-in request in an April 1, 2010 press release. "Further, Minera Andes disputes the legal ability to waive this condition."

On that score Minera Andes wants the court to rule in its favour. "Minera Andes is seeking a declaration that any back-in notice delivered by TNR prior to or on April 23, 2010 will be null, void and of no force and effect on account that a feasibility study must be completed on the Project prior to TNR being entitled to exercise its back-in right," Minera Andes wrote in late April, 2010.

Now, with the new claim, TNR Gold has considerably upped the ante by challenging Xstrata and Minera Andes on exploration expenditures, claiming these were inflated. TNR Gold contended in court documents that 250 metres of 1,574.15 metres of drilling it said were claimed as part of satisfying $1 million in exploration expenditures came from holes that did not lie on its claims. The point, TNR Gold alleged: Xstrata "had not met the conditions for exercising the option" and was therefore in breach of their agreement.

As a result TNR Gold, in its new court claim, said it wants the northern - and highly valuable - Los Azules properties back, or damages.

For its part Minera Andes categorically rejected the new claim it had made insufficient exploration expenditures at Los Azules in a press release responding to the new allegation. And on Friday Minera Andes' McEwen called all of TNR Gold's court arguments "creative" and referred to the most recent concerning exploration spending as strange.

"They must think there's something there," McEwen said. "Or they're just looking for a delay."

McEwen summed up TNR Gold's claims as follows: First TNR Gold said it had been fooled in signing the option agreement. Then, McEwen said, came the assertion it could waive the feasibility clause. "Now it's, ‘You didn't spend the (exploration) money'," McEwen said. "But they signed off on it."

In the interim, between now and the new court hearing, McEwen ruled out settlement, saying the court proceedings would "take its course."

Based on what others have told him, McEwen suggested the new court hearing could be as much as eight to 12 months away. While McEwen denied the merit of TNR Gold's claims to Los Azules, he reasoned the postponent of the spin out was in part necessary as the court case, now set to take longer, raised "questions investors don't like to hear."

McEwen also explained Minera Andes delayed the spin out as it might jeopardize a listing on AMEX. Companies wanting to join AMEX need to hold onto prices above a $2 basement, McEwen said. But with the spin out of Los Azules, whether Minera Andes could stay on the plus side of $2 was no guarantee."
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Friday, January 13, 2012

TNR Gold Offers To Settle Los Azules Litigation With Minera Andes For Us$125 Million tnr.v, ilc.v, czx.v, rm.v, lmr.v, abn.v, asm.v, btt.v, bva.v, bvg.v, epz.v, fst.v, gbn.v, hao.v, jnn.v, ks.v, ktn.v, kxm.v, mgn, mxr.v, rvm.to, svb, ura.v, nup.ax, srz.ax, usa.ax


Note: we are not sure that this particular Judge will be involved in this court hearing.


Disclaimer: please read our full disclaimer, nothing on this website or any links provided should be relied upon in any way and nobody will accept any responsibility in any case.




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Mineweb:


"...But, according to court documents, TNR Gold now alleges Minera Andes and Xstrata failed to meet those expenditures as they rushed to hit the $1 million mark so they could as quickly as possible "take-out" TNR Gold's 25-percent back-in right on the property...

Moreover, TNR Gold charged, Xstrata never intended to produce a feasibility study. To that alleged end, in its application to advance its new claim TNR Gold quoted an email apparently sent between two Xstrata employees at the time. According to TNR Gold it read, "Yes, taking Solitario (TNR Gold subsidiary) out of the game is a good idea. All we have to do now is not complete a feasibility study within the next three years!.."

Mineweb has made a very good summary of the case and different views of the parties involved and it will be a good idea to read the full article.



Emails mentioned above are particularly entertaining and can be found in the document below:



  Can we say that George Macintosh, QC has started his 2012 "exploration" season with this move? First, we have to congratulate him with making Best Lawyers in Canada 2012 and Lawyer of the Year 2012. We are not sure why he is in charge in this particular case and leading TNR Gold litigation team, but things are getting interesting by the day and now we have, quite surprising for many shareholders, the number on the TNR Gold's claims, which must be still discounted for the potential early settlement. Idea of the settlement was rejected after "careful consideration" within 48 hours by Minera Andes and they insist with US Gold that:

"The Board of Directors of Minera Andes remains firmly of the view that the proposed business combination with US Gold on the terms of the arrangement agreement dated September 22, 2011 is fair to shareholders and in the best interests of Minera Andes and recommends that shareholders vote in favour of the arrangement at the special meeting on January 19, 2012."


"The Board of Directors of US Gold, including the Special Committee of independent directors formed to evaluate the transaction with Minera Andes, remains of the view that the proposed business combination with Minera Andes on the terms of the arrangement agreement dated September 22, 2011 is fair to shareholders and in the best interests of US Gold and its shareholders and recommends that shareholders vote in favour of this transaction at the special meeting to be held on January 19, 2012."

  Public offer of TNR Gold is valid until January 18th, 2012 but it looks like there is no interest even to discuss it with parties involved and decisions were made very quickly. We just hope, for the sake of shareholders, that legal documents in this case are getting more proper attention and time allocated.
  We can understand Mr McEwen - he is the largest shareholder of both companies and knows them very well. He knows where the value is and how to buy it in a best way for all parties involved...from both sides. We even join him in his worries on BNN another day that nobody really reads all those 500 pages of Merger Info Circulars these days. Everything should be fine - people managing other people's money do not have time as well to read everything.
  What will happen if somebody is still reading and even has invested in a calculator? These ideas will be a pure speculation from our side and we urge you to base all your decisions only on official documents (even better if they are from BC Supreme Court) and after consulting your certified and trusted financial adviser.


TNR Gold Corp. 

TSX VENTURE : TNR


TNR Gold Corp. 
January 12, 2012 

TNR Gold Offers to Settle Los Azules Litigation With Minera Andes for US$125 Million

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 13, 2012) - TNR Gold Corp. (the "Company") (TSX VENTURE:TNR) and its wholly owned subsidiary Compañía Minera Solitario Argentina S.A. ("Solitario" and, together with the Company "TNR") today announced that they have made an offer of US$125 million to settle their current litigation with Minera Andes Inc over title to a substantial portion of the mineral properties constituting the Los Azules project in Argentina (the "Los Azules Litigation").
Minera Andes has recently agreed to be acquired by US Gold Corporation pursuant to an arrangement transaction (the "McEwen Merger"). If the McEwen Merger is approved by the shareholders of both companies and the transaction closes, Minera Andes will become an indirect subsidiary of US Gold, which will be renamed "McEwen Mining Inc.".
The Los Azules Litigation involves a challenge by TNR of the title of Minera Andes and certain of its subsidiaries to the mineral properties constituting the northern half of the Los Azules project (the "Solitario Properties"). TNR is seeking return to it of a 100% interest in the Solitario Properties or damages; and, effectively, in the alternative, recognition of TNR's right to back-in to a 25% interest in the properties; together with recognition of TNR's interest in the related Escorpio IV property.
The offer was initially made on January 10, 2011, with finalization of the settlement conditional upon closing of the McEwen Merger; and Minera Andes' Board of Directors has indicated to TNR that it has determined not to accept the offer. TNR, however, believes that, in the best interests of the shareholders of TNR, Minera Andes and US Gold Corporation, it is important to resolve the current uncertainty as to the ownership of the Solitario Properties before the finalization of the McEwen Merger. Accordingly, TNR has now amended and made its offer public, has removed the conditionally of its prior offer and has extended the acceptance period to January 18, 2012.
Kirill Klip, Chairman of TNR commented that: "We strongly believe that our settlement offer is in the best interests of the shareholders of TNR, Minera Andes and US Gold. The Los Azules project is considered to represent one of the largest undeveloped copper projects in the world but the current legal uncertainty over its legal ownership is detracting from the value of the project for shareholders of all three companies."
"The offer made to shareholders of Minera Andes by US Gold has, I believe, been discounted by the Special Committee of US Gold and its financial advisors because of the uncertainty regarding legal title to the Solitario Properties and the possibility that an adverse determination in the Los Azules Litigation could reduce or terminate its interest in the Solitario Properties."
"If the McEwen Merger is completed, continued uncertainty as to legal title to the Los Azules mineral interests could impede financing of the project and adversely impact the trading price of the shares of McEwen Mining. If the McEwen Merger is completed, US Gold on a consolidated basis will inherit the legal liabilities and costs associated with the Los Azules Litigation, including the risk of loss of all or a significant portion of the northern portion of the project or of a substantial damage award."
Kirill Klip added that: "Acceptance of the TNR settlement offer would create the opportunity for Minera Andes to obtain clear and secure title to the Los Azules project and would provide certainty and clear value for the shareholders of Minera Andes and US Gold."
TNR's settlement offer is an offer to settle all claims and counterclaims in the Los Azules Litigation for US$125 million, and includes the conveyance of the Escorpio IV property to Minera Andes. The usual contractual releases would accompany the settlement. If the McEwen Merger closes, TNR is agreeable to payment in registered shares of McEwen Mining valued at market.
The various proceedings in the Los Azules Litigation have been consolidated and the pleadings are being amended, so that all issues will be heard together in a six week trial scheduled for late 2012. The Court filings relating to the litigation are available from the BC Supreme Court registry database (BC Online) and are hosted on TNR's webpage at www.tnrgoldcorp.com/s/LosAzules.asp.
ABOUT TNR GOLD CORP. / INTERNATIONAL LITHIUM 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 recently listed subsidiary, International Lithium Corp. (TSX VENTURE:ILC), 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. TNR remains a large shareholder in ILC at 27% 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.
On behalf of the board,
Gary Schellenberg, President - TNR Gold Corp.
Statements in this press release 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. News release contains 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. In particular, there are no assurances that the Company's current settlement offer will be accepted or that an alternative acceptable settlement can be negotiated with Minera Andes or that the Company will achieve a favourable outcome in the Los Azules litigation.
CUSIP: #87260X 109
SEC 12g3-2(b): Exemption #82-4434
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 release.


TNR Gold Provides Update on Litigation With Minera Andes Over the Los Azules Project


Background of the Los Azules litigation:


TNR Gold: Los Azules Litigation: U.S. Gold, Minera Andes CEO urges holders to approve merger







  This headline  U.S. Gold, Minera CEO urges holders to approve merger  is from Stockwatch and you should read the full NR from Rob McEwen below. Why is the worry about the approval outcome? Both stocks - US Gold and Minera Andes have collapsed since last spring. US Gold has made the top at 9.2CAD with MC over 1.2 billion dollars and now is trading at 3.26CAD with MC at 456 mln CAD. Minera Andes has made a top at 3.3CAD before the new claim for Los Azules was advanced by TNR Gold in May and now is trading at 1.42CAD with MC at 407 mln CAD. Combined companies will be valued at current market prices in the range of 863 mln CAD - a far cry from last spring almost 2 billion valuation at the top. 

  We can only speculate why the market does not like Gold juniors now or this particular deal or what else is affecting the valuations now. Some shareholders are raising very interesting questions about the valuations in proposed merger between Minera Andes and US Gold.




  Circular leaves more questions than answers now: why the sudden collapse in value of Los Azules? Could the litigation discount in case with TNR Gold be so large according to investment banks? Is the risk of litigation outcome properly disclosed to US Gold and Minera Andes side? Why the San Jose and Los Azules valuation range is so wide and out of touch with previous numbers published by Minera Andes? What Minera Andes did to address the litigation risk and preserve the value for its shareholders? Have they even tried to settle the case before this down beat valuations or it will be settled after Minera Andes existing shareholders will be diluted?
  Interesting to mention the large short position in US Gold and that it was driving Minera Andes down which is locked with the exchange ratio. Can we still expect the surprise counter bid for the Minera Andes?  A lot of disgruntled retail shareholders of Minera Andes are still waiting for it. But who reads all these boards anyway? That is why we are surprised with this letter - we have thought that the deal is done already from the beginning.

  Los Azules deal with TNR Gold - when company was paying 5 mln dollars for the 12.5% of the Los Azules with its attempt to back in and was refused by Minera Andes in 2010 - looks like a sweet distant memory now. TNR Gold has advanced the new claim in May 2011 and is seeking now the return of all the Northern Half of the Los Azules deposit. We can not assess the risk involved in this litigation for the all parties, but still think that more proactive approach on the part of Minera Andes in order to resolve the dispute with TNR Gold could lead to the benefit of all shareholders. The litigation disclosure from the company is still very modest to put it mildly and we will provide the links in order that it will not be a total surprise later for all shareholders involved.


Update 1.01.2012 Charts below can provide further ideas about potential valuations for Los Azules:


Chris from "On The Hunt for Value" has made a terrific forensic accounting job following the proposed valuations for Minera Andes and US Gold including the communication with US Gold. We highly recommend to read his Blog in its entirety, even if he takes in some part a different view on TNR Gold side of litigation:



Minera Andes (MNEAF) merger with US Gold (UXG)


"A recent data point not included below is the purchase of Peregrine Metals' 12b lbs Cu, 0.42% grade Altar deposit, for an implied price of $0.03-$0.04 per lbs Cu.   




Assuming at buyout-price of 54% of NPV, as based on recent M&A activity (see above slide), than Los Azules could have a potential value around $790m.


UPDATE:

My Question to US Gold:  In the NAV approach on Los Azules, using the assumptions that Raymond James stated, why is it that their sensitivity table says that LA is valued between $248.6m and $379.5m yet in the NAV summary, Raymond James has LA valued at between $87.0m and $132.8m?

ANSWER FROM US GOLD:  The sensitivity table refers to the NPV of the Los Azules Project – based on 100% ownership and unadjusted for trading value. The NPV is then adjusted according to what is stated in the Formal Valuation “Raymond James applied a risk adjusted developer multiple to Los Azules, in line with industry comparables, to reflect the current stage of development of the project, and also made additional adjustments to reflect the risks associated with the current litigation.”

    As a result, we adjusted the NPV by a multiple of 0.35x and the range becomes US$87-US$132.8M from US$248-US$375. There are essentially no copper development stage companies that trade at 1.0x NPV, and given the political, technical and litigation risk associated with this project the 0.35x multiple was merited."


End of quote.



Los Azules Litigation TNR Gold vs Minera Andes - Trial Date is Set for November 2012




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TNR Gold: Los Azules Litigation: Minera Andes: Los Azules Project Exploration Progress Update



  "Some Minera Andes shareholders are not very happy these days with the valuation proposed in the merger with US Gold.  The "Big Copper in Argentina" has been promoted by Minera Andes as one of the largest Copper deposits in the world -before TNR Gold was allowed its new claims last May - now it has shrunk dramatically on paper in valuation of the "independent financial advisers" in order to support the proposed acquisition price by US Gold. This shrinkage has affected even the 49% in the Silver producing mine in Argentina as well.
  Business is tough in Canada and who said that relationships with junior partners should be any different than with the small shareholders? Some of them are talking now about lawsuits to follow, misrepresentation of facts and other heavy litigation staff - people are getting emotional and frustrated. We would think as well that by now COO of the company should know better and made the clarification that TNR Gold is now seeking return of the Northern Half of the Los Azules deposit and not only 25% back in right, but we are sure Minera Andes shareholders are already better informed.
  In the other news about the project the very important information is that the Copper is still there in the ground, there are NO glaciers in the area and NO other shrinkages was reported in the area. We can expect the size of the deposit to grow further:
"During the last season, nine wells were drilled in order to confirm the previously defined resources, in addition to two deep exploration wells. In one of the latter a new mineralized areas was found, located southwest of the already defined resources area. With regards to diamantine, 5,655 meters were drilled and 4,793 meters were drilled with reverse air. Due to this new mineralized area, it is possible that the amount of resources may increase."




  Stakes are getting bigger and companies involved in this case as well - we continue to monitor the situation. 








 June 23, 2011

Vancouver B.C.: TNR Gold Corp. (the "Company"). TNR advises that it has taken note of the proposed merger of Minera Andes Inc. with US Gold to form McEwen Mining Inc. or some other similar entity. For further information please see the news release from Mineral Andes dated June 14, 2011.

As TNR is currently engaged in litigation against Minera Andes Inc. and three of its subsidiaries, TNR advises that it will be monitoring the developments with Minera Andes Inc. and intends to ensure that TNR's rights in the litigation are not prejudiced by any changes to the ownership of Los Azules or the identity of the Minera Andes parties.

Additional information can be obtained on the TNR corporate Los Azules webpage - 


Public Court Documents on Los Azules litigation:



We have found emails between Minera Andes and Xstrata presented in TNR Gold's application particularly entertaining:






  

TNR Gold (Solitario) properties are called Xstrata on the map below and above that line.






Mineweb: Minera Andes drops plans to spin-out Los Azules because of a court case with TNR Gold questioning its full ownership of the project. 



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