TNR Gold Corp.

TNR Gold Corp.

September 28, 2010 19:43 ET

TNR Gold Corp. States No Adverse Material Change/Proceeding as Proposed With International Lithium Spin-Off

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 28, 2010) - TNR Gold Corp. ("TNR") (TSX VENTURE:TNR) and wholly-owned International Lithium Corp. ("ILC") (jointly the "Company") is stating that the Company knows of no adverse material change that would explain the recent market activity and is proceeding with the plan of arrangement to spin-off of the Company's rare metal projects into International Lithium Corp.

In order to complete the plan of arrangement, the Company is intending 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 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 for a portion of the placement.

Company executives are focused on the completion of the private placement in an expeditious manner including traveling abroad to China and Europe to transact with potential investors and end product users that the Company has developed strong relationships with over the course of the last year.

Non-Executive Chairman and major shareholder Kirill Klip plans to participate in this financing along with other insiders.

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 International Lithium Corp.


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

The objective of the proposed plan of arrangement is to spin out the Company's rare metals property interests into a separate public company, International Lithium Corp. This proposed plan of arrangement has been approved by the Company's shareholders and the courts of British Columbia. The Company will now proceed with the spin out and will provide updates on the progress of the spinout in further news releases. For further details of the spinout, please refer to Stockwatch news dated May 26, 2010, or visit International Lithium's website.

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

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.

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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