Wednesday, April 7, 2010

25% on 11 billion lbs of Copper? Yes Please! TNR.v, MAI.to


April Fools (April 1st) is a day typically filled with jokes and pranks played on unsuspecting coworkers and colleagues.

A story we have been following from way back, Los Azules (11 billion lbs copper), has taken an interesting turn last week with Rob McEwan seemingly denying TNR Gold their back-in deadline of April 23, 2010.

2010-04-01 14:20 ET - News Release

Mr. Nils Engelstad reports

MINERA ANDES REJECTS TNR GOLD CORP.'S CLAIM OF BACK-IN RIGHT

Minera Andes Inc. has filed a statement of claim in the Supreme Court of British Columbia against TNR Gold Corp. and its subsidiary, Solitario Argentina S.A.

In recent conversations and correspondence with Minera Andes, TNR has asserted that it has an immediate right to back into the Los Azules project.

Minera Andes rejects the ability of TNR to back into any part of the Los Azules project.

By way of background, the project was, until the fall of 2009, subject to an option agreement between Xstrata Copper and Minera Andes. In the fall of 2009, Xstrata elected not to exercise its option to back into the project and subsequently transferred all properties then held by Xstrata (and forming part of the project) to Minera Andes. Minera Andes now owns 100 per cent of the project.

Certain of the Los Azules properties formerly held by Xstrata and transferred to Minera Andes following the termination of the option agreement however remain subject to an underlying option agreement between Xstrata and TNR, whereby TNR has the right to back into up to 25 per cent of the subject properties, exercisable by TNR upon the satisfaction of certain conditions within 36 months of Xstrata exercising its option, including the completion of a feasibility study. It is important to note that the subject properties comprise the northern half of the project and do not represent 25 per cent of the Los Azules deposit by area or resources identified.

The 36-month period following the exercise of the option expires on or about April 23, 2010, and no feasibility study has been completed on the project.

The TNR agreement is the subject of a legal dispute between Xstrata and TNR, commenced by TNR against Xstrata in the Supreme Court of British Columbia. The dispute surrounds the validity of the 36-month time limit described above. In particular, TNR claims the 36-month time frame, although clearly stated in the TNR agreement, was added by Xstrata, overlooked by TNR (and its lawyers) when signed, not discovered for a number of years and in any event not the commercial intention of the parties.

According to communications between Minera and TNR, TNR seeks to waive the condition that a feasibility study be completed on the project prior to TNR being entitled to exercise its back-in right. It is Minera's view that TNR's back-in right is dependent upon the production of a feasibility study which has never been produced. Further, Minera Andes disputes the legal ability to waive this condition.

Although not party to the litigation between TNR and Xstrata, Minera Andes is seeking a declaration that any back-in notice delivered by TNR prior to April 23, 2010, will be null, void and of no force and effect.

As an additional point of clarification, Minera Andes wishes to confirm that notwithstanding references by TNR to its Los Azules project, that the project remains 100 per cent owned by Minera Andes and Minera Andes has no agreement or working relationship with TNR.

The company looks forward to informing its shareholders of TNR's response.

Minera Andes reports full year results

In other news, for the year ended Dec. 31, 2009, net income in accordance with Canadian GAAP (generally accepted accounting principles) was $4.1-million (two cents per share basic and diluted) compared with a net loss of $4.0-million (two cents per share) for the year ended Dec. 31, 2008. This increase was primarily due to an increase in the income recorded on the company's 49-per-cent-owned investment in Minera Santa Cruz SA, which owns the San Jose mine, from $4.7-million in 2008 to $9.3-million in 2009. In addition, the company recorded an income tax recovery of $1.6-million and total expenses in 2009 declined by $1.8-million compared with 2008.

For full details, please refer to the company's audited annual financial statements and management's discussion and analysis for 2009 filed on SEDAR and its Form 40-F filed on EDGAR.

Naturally, TNR Gold Corp had to respond the same day to show this is pretty serious business.

2010-04-01 20:17 ET - News Release

Mr. Gary Schellenberg reports

TNR GOLD PROPOSES TO EXERCISE BACK-IN RIGHT FOR LOS AZULES COPPER PROJECT

TNR Gold Corp. has informed Minera Andes Inc. that it proposes to waive the production of a feasibility study and exercise its right to acquire 25 per cent of the northern half of the properties for Minera Andes's Los Azules project. Minera Andes is contesting TNR's legal right to waive the production of a feasibility study and exercise its option, and has filed a statement of claim in the British Columbia Supreme Court seeking a declaration nullifying any back-in notice delivered by TNR. TNR will be filing a statement of defence and will vigorously oppose any such declaration.

The Los Azules project is an advanced exploration project currently reporting a National Instrument 43-101-compliant inferred resource. TNR has previously announced in Stockwatch that Minera Andes has commenced a diamond drill program of approximately 8,800 metres at the Los Azules project. Please refer to Minera Andes's news release in Stockwatch dated Jan. 12, 2010, for further details on the exploration program, and to its news release dated April 1, 2010, for details of its position with respect to TNR's exercise of its back-in right.

The terms of TNR's back-in right are currently the subject of a legal dispute with Xstrata. In that litigation, TNR is also seeking confirmation of its ownership of the Escorpio IV property, which is located adjacent to the Los Azules project, and a declaration that the Escorpio IV property is excluded from the exploration and option agreement.

Alot of eyes will be watching with anticipation in about 2 weeks time when TNR is expected to back-in on 25% of the highest grading portions of Los Azules. Should be very interesting, I would pick up some TNR shares on dips as we expect strong performance from TNR if/when they are able to finance the back in.

Keep in mind this project has a NPV of over $600 million dollars - even a conservative 10% of this in cash comes to $60 million - easily double the current market capitalization of TNR!

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