TNR Gold Corp.
TSX VENTURE : TNR
PINK SHEETS : TRRXF

TNR Gold Corp.

February 22, 2008 13:34 ET

TNR Gold Announces $4 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 22, 2008) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO U.S. NEWSWIRE SERVICES.

TNR Gold Corp. (TSX VENTURE:TNR)(PINK SHEETS:TRRXF)("TNR" or the "Company") is pleased to announce a brokered private placement led by PI Financial Corp. (the "Agent") for up to 10,000,000 units (the "Units"), priced at $0.40 per Unit to raise up to $4,000,000 (the "Offering"). Each Unit consists of one common share and one-half of one transferable common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share of the Company at a price of $0.60 for a period of eighteen months from the date of closing. The Company has granted the Agent an over-allotment option for up to 2,000,000 additional Units.

As consideration for acting as agent, the Agent will receive a commission of 7% of the gross proceeds raised, payable in cash, in units or a combination of both, at the election of the Agent. Any units issued in lieu of cash commission will be on the same terms as the Units of the Offering. In addition, the Agent will be paid compensation options equal to 9% of the number of Units issued pursuant to the Offering. Each compensation option will entitle the Agent to purchase, at an exercise price of $0.50, one common share of the Company for a period of eighteen months from the date of closing.

All securities issued pursuant to this financing are subject to a 4-month hold period from the date of closing. The Offering is subject to TSX Venture Exchange approval and any regulatory approvals.

Proceeds of the private placement will be used to fund TNR's exploration projects in North and South America, and for general corporate purposes.

About TNR Gold Corp.

TNR Gold Corp is a base and precious metals exploration company focused on aggressively identifying new prospective projects as well as fostering work on its large portfolio of 16 properties in Argentina and Alaska. The company's focus over the next 12 months is the exploration and development of its Eureka, El Salto and El Tapau properties in Argentina and Shotgun project in Alaska.

On behalf of the board,

Paul Chung, Director

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.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this news release.

Contact Information

  • TNR Gold Corp.
    Paul Chung
    Director
    (604) 687-7551 or Toll Free: 1-800-667-4470
    (604) 687-4670 (FAX)
    E-mail: info@tnrgoldcorp.com
    Website: tnrgoldcorp.com