TNR Gold Corp.

TNR Gold Corp.

April 27, 2009 09:49 ET

TNR Gold Announces Proposed Spin-Out of Lithium and Rare Metals Assets

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 27, 2009) - TNR Gold Corp. (TSX VENTURE:TNR) ("TNR" or the "Company") is pleased to announce its intention to spin-out its lithium and rare metals projects into a newly incorporated, wholly owned British Columbia subsidiary of TNR Gold, International Lithium Corp. ("Int. Lithium Corp"). Upon completion of the transfer of the lithium and rare metals projects to Int. Lithium Corp., TNR intends to distribute up to 75% of the securities of Int. Lithium Corp. to TNR shareholders (the "Spin-Out Transaction"). Application will also be made to list the shares of Int. Lithium Corp. on the TSX Venture Exchange (the "Exchange").

It is anticipated that the Spin-Out Transaction will be completed pursuant to a plan of arrangement and will be subject to Exchange, regulatory, court and shareholder approval, by not less than two-thirds of the votes cast at a special meeting of TNR shareholders which will be called to approve the Spin-Out Transaction. Full details of the proposed Spin-Out Transaction will be included in the information circulate to be sent to TNR shareholders in connection with the special meeting to be held in summer 2009, but it is anticipated that TNR shareholders of record will be entitled to receive one share and one full tradable warrant of Int. Lithium Corp. for every 4 shares of TNR held as of the as yet determined record date. The warrant will be exercisable at a price equal to a 50% premium to the Company's listing price for a 2 year period.

In conjunction with the listing of the shares of Int. Lithium Corp., TNR intends to complete an equity financing on terms to be determined, subject to regulatory approval.

Further details regarding the Spin-Out Transaction, the proposed timing thereof and any proposed financing, will be released in the upcoming months.

TNR believes this corporate holding structure will deliver further shareholder value as Int. Lithium Corp. will be focused on increasing critical mass through acquisitions of high potential Lithium and Rare Metal projects globally. Current shareholders will continue to benefit from the group's ability to identify and add value to early stage projects for joint venture model, while enjoying the growth of the new subsidiary and the market's newfound appreciation for efficient lithium energy innovations.

"With a subsidiary that is marketed as a focused and dominant player in the growing Lithium and Rare Metals explorer realm, we believe it will provide the necessary visibility and efficiency that potential joint venture partners are looking for," states President and CEO Gary Schellenberg.

TNR has reserved the domain name The site will be linked to the current TNR website and feature property information, lithium industry articles, and relevant technical information. The site is currently in the process of being designed and constructed.

Completion of the Spin-Out Transaction is subject to a number of conditions, including regulatory approval, shareholder approvals, and approval of the British Columbia Supreme Court. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Information Circular to be prepared in connection with the Spin-Out Transaction, any information released or received with respect to the spin-off may not be accurate or complete and should not be relied upon. Trading in the securities of exploration and development stage resource companies should be considered highly speculative.


TNR is a diversified metals exploration company focused on identifying new prospective projects globally with 20 properties currently in its portfolio.

In anticipation of the surging international lithium demand in various high tech and efficient energy applications, TNR has actively pursued an aggressive global acquisition strategy for Lithium and Rare Metals projects of merit. This further confirms the company's commitment to project generation, market diversity, 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.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

CUSIP: #87260X 109

SEC 12g3-2(b): Exemption #82-4434

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

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