TNR Gold Corp.

TSX VENTURE : TNR


TNR Gold Corp.
International Lithium Corp.



International Lithium Corp.

April 12, 2010 19:36 ET

TNR Gold Corp. Sets Meeting Date for Approval of Spin-Out of International Lithium Corp. and Record Date

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 12, 2010) - TNR Gold Corp. ("TNR" or the "Company") (TSX VENTURE:TNR) is pleased to announce that it has established June 8, 2010, as the meeting date for shareholder approval of the previously announced (April 27, 2009) spin-out of TNR's lithium and rare metals assets into its wholly-owned subsidiary, International Lithium Corp. ("ILC") under a court approved plan of arrangement. TNR shareholders of record on the date of the spinout, planned for late June or early July, will receive one share and one fully tradeable warrant of International Lithium Corp. for every 4 shares of TNR.

Key terms of the proposed spin-out are:

  • TNR will transfer its lithium properties, with the exception of the Mariana property in Argentina, to ILC, in exchange for 10,000,000 common shares and 10,000,000 warrants of ILC. The warrants will be fully tradeable and exercisable at a price equal to a 50% premium to ILC's listing price for a period of two years.
  • TNR shareholders will receive 0.25 of an ILC share and 0.25 warrants of ILC for every TNR share held. The warrants will be fully tradeable and exercisable at a price equal to a 50% premium to ILC's listing price for a period of two years.
  • TNR shareholders will continue to hold their TNR shares after the transaction is completed.
  • TNR warrant holders will receive 0.25 of an ILC warrant for every TNR warrant held. The warrants will be fully tradeable and exercisable at a price equal to a 50% premium to ILC's listing price for a period of two years.
  • ILC will complete a private placement of 10,000,000 units of ILC, at a price of $0.25 per Unit, with each Unit comprising of one ILC common share and one fully tradeable ILC warrant. Each warrant shall entitle the holder to acquire one further ILC common share at a price equal to a 50% premium of ILC's listing price for a period of two years.
  • TNR will subscribe for up to 2,000,000 units of the private placement.
  • TNR is entitled up to a further 7,000,000 ILC shares and 7,000,000 ILC warrants under a property option agreement on the Mariana property in Argentina.
  • As a result of the transaction, including the shares issued for the potential exercise of the Mariana property option, ILC will have approximately 60,000,000 shares outstanding (subject to any increase resulting from further possible share issuances by TNR prior to the record date) of which 31.5% or approximately 19,000,000 will be held by TNR and 55.5% or approximately 33,500,000 shares will be held by the current shareholders of TNR.
  • ILC will seek to list its common shares on the TSX Venture Exchange.

Current TNR option holders and warrant holders who exercise their options and warrants prior to the effective date of the Transaction and become TNR shareholders will receive shares of ILC as set out herein.

The spin-out is subject to the approval of the TSX Venture Exchange, the B.C. Supreme Court and shareholders of TNR. TNR shareholders will be mailed an information circular describing the key terms of the proposed spin-out in mid May 2010 with a planned completion within 60 days of the mail out.

The proposed management, board of directors and technical advisors of ILC will be:

Gary Schellenberg , B.Sc. (Geology)

Position: Executive Chairman of Board & CEO

Mr. Schellenberg has been managing and financing public and private resource based companies for the past 20 years. This experience provides the Company with leadership and well defined corporate goals.

Mr. Kirill Klip , MBA

Position: Non-Executive Chairman of Board

Mr. Klip graduated with a management degree from St. Petersburg State University of Railways and also holds an external degree of Masters of Business Administration in finance from both the International Business School in Moscow and Guildhall University in London. He has extensive expertise in banking, transportation, mining, telecommunication, and internet industries and his insight has brought many companies to the next level. In addition to years of entrepreneurial and investment endeavors, he is also currently managing a portfolio of global assets.

Michael Sieb, B.Sc, MBA

Position: Director & President

Mr. Sieb brings 22 years of strong corporate growth and project management experience in international mining and exploration. Prior to joining TNR, Mr. Sieb was president of Brilliant Mining Ltd. which was named to the TSX50 "Top 10 Mining Companies on the TSX: V" for two consecutive years during his tenure. Mr. Sieb is recognized as a committed executive with an exceptional array of skills essential for operating and developing a premier mining company. He has earned a Masters of Business and Administration degree at the University of British Columbia and a Bachelor of Science Degree in Geology at Concordia University.

Wayne Spilsbury, B.Sc, M.Sc

Position: Director

Mr. Spilsbury brings 28 years of extensive management and executive level experience in the mining industry including 27 years with Teck Cominco Ltd. Mr. Spilsbury's executive roles include General Manager , Exploration-Asia Pacific and Regional Vice-President-Asia for Teck Cominco Ltd, Vice-President, Exploration for PacMin Mining Corp. and Senior Vice-President, Corporate Development for Ivanhoe Mines. Wayne earned his Masters of Science Degree in Applied Geology at Queen's University and Bachelor of Science Degree in Honours Geology at the University of British Columbia.

Bernard Dewonk, B.Sc, P.Geo

Position: Director

Mr. Dewonck graduated from the University of British Columbia with a Bachelor of Science degree in Geology in 1974 and Bachelor of Education in 1993. He has worked throughout North, Central and South America on a wide range of base, precious and industrial mineral projects, as well as in the Athabasca oil sands of northern Alberta. He has participated in and managed programs ranging from grassroots to detailed surface and underground drilling programs, and evaluated projects requiring report submissions to regulatory agencies.

Jerry Bella, CGA

Position: CFO

Mr. Bella is a Certified General Accountant with over 20 years experience as a director and CFO of various companies trading on the TSX Venture Exchange. He oversees all the financial affairs of the Company on a day to day basis and works closely with other senior management members in meeting TNR's goals and objectives.

John Harrop, P. Geo

Position: Chief Geologist

Mr. Harrop has been involved in many aspects of mineral exploration internationally in North, Central and South America for 24 years. He has been instrumental in identifying and exploring our lithium brine properties in Argentina and Nevada He also has substantial experience developing and implementing new technology, such as GIS and 3D geophysics, which can provide competitive advantages to exploration teams.

Thomas Currin B. Sc

Position: Technical Advisor

Mr. Currin brings 31 years of lithium project expertise in the fields of engineering, processing, and evaluation. Mr. Currin is currently President and Co-Founder of Limtech Technologies Inc., a privately held company providing engineering services, lithium chemical products and recycling services to the lithium chemical industry. Prior to founding Limtech, Mr. Currin held the position of Division Planning Coordinator and Technical Manager with FMC Inc., a Fortune 500 diversified chemicals, mining and machinery company. FMC is one of the primary producers of lithium worldwide including operations in Argentina. Mr. Currin adds a critical element to the team with a breadth of operational business experience in the Lithium industry. Mr. Currin has earned a Bachelor of Science degree in Chemical Engineering from North Carolina State University and is a member of the American Institute of Chemical Engineers, Carolinas Section.

Dr. Frederick W. Breaks

Position: Technical Advisor

Dr. Breaks is a Ph.D. and Professional Geoscientist who is well known as a Lithium and Rare Earth Elements (REE) expert in Canada. A proven explorer, he discovered two significant lithium-rich deposits: Big Whopper pegmatite near Kenora, Ontario and the Pakeagama Lake pegmatite in the North Spirit Lake area of Northwestern Ontario. His ability to create genetic and exploration models of lithium-rich, pegmatite deposits was developed during his career at Ontario Geological Survey where he authored and coauthored over 120 peer-reviewed scientific papers.

Jerry Huang, B.Comm

Position: VP Corporate Development

Mr. Huang has had a successful career in private and publicly traded companies in a marketing, service, and sales capacity. Prior to this appointment, he was a senior advisor with a major Canadian bank, generating over $40 million dollars of secured equity and investments. Well versed with Asian market dynamics and fluent in both Mandarin and Cantonese, he provides ILC with a versatile approach into Asia. Jerry is currently completing his MBA (on part-time basis) at Sauder School of Business at University of British Columbia, specializing in Finance & Strategic Management.

TNR GOLD CORP. – LEAD PROJECT GENERATOR

After the spinoff of International Lithium, TNR intends to deliver additional shareholder value by continuing to advance its numerous copper and gold projects in Argentina and Alaska and its rare earth elements property in Canada. More specifically the Company will commence shortly with a planned spinout of its Alaska gold projects. It also intends to commence an exploration program this summer on its Big Beaverhouse rare earth elements property in Ontario and build a portfolio of rare earth elements properties worldwide. By continuing to identify commodity trends early on, the Company will strategically build a portfolio of highly prospective properties and secure joint venture partners to develop projects into tomorrow's resources and mines. Argentina continues to be a strong point for TNR with a strategic advantage gained from an 18-year established office and dedicated team based in San Juan.

For a more detailed summary refer to the President's Message on the Company's website at www.tnrgoldcorp.com.

ABOUT INTERNATIONAL LITHIUM CORP. / TNR GOLD CORP.

International Lithium Corp, currently a wholly-owed subsidiary of TNR, is a mineral exploration company diversified geographically and by resource type. With projects spanning the globe from Argentina, USA, Canada, and Ireland, ILC will offer investors the potential upside of speedy lithium brine resource development to production and the valuation of other rare metals credits from spodumene pegmatites.

TNR is a diversified metals exploration company focused on identifying and exploring its existing properties and identifying new prospective projects globally. TNR has a total portfolio of 18 properties, of which 9 will be included in the proposed spin-off of International Lithium Corp.

The recent acquisition of lithium, rare metals and rare-earth elements projects in Argentina, Canada, USA and Ireland confirms TNR and ILC's commitments to generating projects, diversifying their markets, and building shareholder value.

On behalf of the board,

Gary Schellenberg, President

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.

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.

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