Early Warning Report Issued Pursuant To National Instrument 62-103 Acquisition Of Shares Of International Lithium Corp.
Vancouver B.C.: TNR Gold Corp. (the "Company"). This press release is being disseminated as required by National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the filing of an early warning report (the "Early Warning Report") regarding the acquisition of the International Lithium Corp.'s ("ILC") securities by the Company.
As a result of a non-brokered private placement (the "Private Placement"), option agreement between the Company and ILC dated May 19, 2011 (the "Mariana Option Agreement") and a plan of arrangement (the "Arrangement") between the Company and ILC, all of which closed on May 19, 2011, the Company acquired 19,000,000 common shares of ILC and 19,000,000 share purchase warrants of ILC.
The Company acquired 2,000,000 common shares and 2,000,000 share purchase warrant of ILC pursuant to the Private Placement, as a result of the Company's subscription for 2,000,000 units (each a "Unit") at a price of $0.25 per Unit. Each Unit consisted of one common share and one share purchase warrant (a "Warrant").
Each Warrant entitles the holder to acquire an additional share (a "Warrant Share") of ILC at any time before May 19, 2013, at an exercise price of $0.375 per Warrant Share.
The Company acquired 7,000,000 common shares and 7,000,000 Warrants of ILC pursuant to the Mariana Option Agreement and 10,000,000 common shares and 10,000,000 Warrants pursuant to the Arrangement.
Currently, the Company beneficially owns 19,000,000 common shares and 19,000,000 Warrants (the "Securities") of ILC, representing approximately 28.83% of the issued and outstanding voting securities of ILC on a non-diluted basis and 44.76% of the issued and outstanding securities of ILC, assuming exercise of the 19,000,000 Warrants held by the Company.
The Securities were acquired for investment purposes and the Company may increase or decrease its beneficial ownership or control depending on market or other conditions.
A copy of the Early Warning Report may be found on www.SEDAR.com
ABOUT TNR GOLD CORP. / INTERNATIONAL LITHIUM CORP TNR is a diversified international mineral exploration company focusing on the 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 Plan of Arrangement.
The objective of the Plan of Arrangement is to spin-out TNR's rare metals property interests into a separate public company, ILC. The Plan of Arrangement has been approved by TNR's shareholders, the courts of British Columbia and the TSX Venture Exchange. 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 www.sedar.com.
The recent acquisition of lithium, other rare metals and rare-earth elements projects in Argentina, Canada, USA and Ireland confirms the TNR and ILC's commitments to generating projects, diversifying its markets, and building shareholder value.
On behalf of the board,
Gary Schellenberg
President - TNR Gold Corp.