TNR Gold Corp.

TNR Gold Corp.

February 19, 2009 19:42 ET

TNR Gold Corp. Closes $600,000 Debenture Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 19, 2009) - TNR Gold Corp. (TSX VENTURE:TNR) confirms that the debenture offering previously detailed in Stockwatch on January 20th, 2009, has closed.

The debentures have a term of one year and bear interest, payable quarterly, at 9 per cent per year, compounded semi-annually (9.2 per cent per year). The debentures are convertible by the holders at any time during the term into units at five cents per unit. Each unit comprises one common share and one warrant to purchase an additional common share at 10 cents for a period of two years. Quarterly interest payments may also be made in units, at the election of the holder. The debentures will be secured by a general security agreement, with the holders having the right to roll the debentures into any other debt or equity financing carried out by the company during the term, subject to TSX Venture Exchange rules.

The company's major shareholder and director, Kirill Klip, who currently owns 18.4 per cent of TNR Gold's outstanding issued shares, is showing his continuous support by participating in the current offering.

The debentures were placed using accredited investor prospectus exemptions in Canadian provinces and in certain offshore jurisdictions. The proceeds of the debenture financing will allow the company to explore new opportunities created by the recent economical crisis and advance its current portfolio of properties.

The debenture financing has received conditional TSX Venture Exchange approval.


TNR 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 15 properties in Argentina, as well as overseeing the exploration and development of the Iliamna and Shotgun projects in Alaska through its wholly owned US subsidiary.

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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