TNR Gold Corp.

TNR Gold Corp.
International Lithium Corp.

International Lithium Corp.

April 13, 2011 08:30 ET

Strategic Investor Invests in International Lithium Corp., Proposed Spin-Off from TNR Gold Corp. Proceeding

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 13, 2011) - TNR Gold Corp. (TSX VENTURE:TNR) ("TNR") and wholly-owned International Lithium Corp. ("ILC") (jointly the "Company") are providing an update regarding the plan of arrangement to spin-off of TNR's rare metal projects into International Lithium Corp. and are pleased to announce that an Asian-based strategic investor has agreed, subject to approval by its board of directors, to an initial investment representing a 9.9% equity stake in International Lithium Corp.

Key Highlights:

  • Prominent Asian Lithium product manufacturer selects ILC as investment;
  • Initial 9.9% equity stake in ILC;
  • Strategic investor brings significant future project development assistance capability;
  • Strategic Relationship Agreement among the investor and ILC provides for certain Marketing and Offtake rights; and
  • Company focused on closing of Financing and the listing of ILC.

"The involvement of a strategic investor from the outset has been the goal that we have diligently worked towards since first announcing the spin-out of ILC," states Gary Schellenberg, CEO – TNR Gold Corp. "The strategic investor offers significant support in our future endeavours and ILC will complement the relationship through our exploration technical strengths and ability to source out, identify and acquire opportunities."

Strategic Investor

Over the course of the last year, Company executives have travelled abroad to develop strong relationships with potential investors and end product users that would bring significant assistance to ILC and the advancement of ILC's projects. The effort has culminated in ILC entering into a strategic relationship agreement with a prominent Asian-based company specializing in the research, development, manufacturing and sale of lithium products worldwide. The strategic investor has committed to an initial 9.9% equity share in ILC through participating in the Financing (as described below) and intends to provide instrumental future support towards the development of ILC's projects from a financial and technical perspective. The strategic investor's participation is subject to certain conditions, including approval of its board of directors, completion of the Financing for gross proceeds of at least $2.5 million (including the strategic investor's subscription) and approval for the listing of the shares and warrants on the TSX Venture Exchange.

The strategic relationship agreement provides for, among other things, the ability of the strategic investor to maintain and increase its percentage ownership in ILC and grants certain marketing and offtake rights to the strategic investor. In conjunction, a voting trust agreement has been entered into among the investor and certain insiders of ILC and affiliates.
Company executives will focus on the completion of the Financing as well as providing final materials for the approval of the listing of ILC.

Plan of Arrangement – ILC Financing

In order to complete the plan of arrangement, the Company intends to raise a minimum of $2.5 million to provide International Lithium with sufficient operating and administration funds to satisfy Exchange requirements for listing (the "Financing"). The proposed Financing will entail the offering of a minimum of 10 million units in ILC priced at $0.25 per unit. Each unit consists of one common share and one common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share of ILC at a price of $0.375 for a period of two years from the date of closing. Certain fees may be payable on a portion of the placement, in compliance with Exchange requirements.

TNR and Non-Executive Chairman Kirill Klip plan to participate in the Financing.

Upon closing of the financing the Company will file the required final paperwork with the applicable regulatory bodies in order to complete the listing process of ILC.


TNR is a diversified international metals exploration company focusing on the continued advancement of existing properties and identifying and acquiring new prospective projects. TNR has a portfolio of 18 active projects, of which 9 rare metals projects, including Mariana, will be held or optioned to TNR's wholly owned subsidiary ILC upon completion of the proposed plan of arrangement.

The objective of the proposed plan of arrangement is to spin-out TNR's rare metals property interests into a separate public company, ILC. This proposed plan of arrangement has been approved by TNR's shareholders and the courts of British Columbia. TNR will now proceed with the spin-out and will provide updates on the progress of the spin-out in further news releases. For further details of the spin-out, please visit International Lithium's website and TNR's information circular dated May 10, 2010 which is available on the SEDAR website at

The recent acquisition of lithium, other rare metals and rare-earth elements projects in Argentina, Canada, USA and Ireland confirms the combined companies' commitments to generating projects, diversifying its 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.

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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