Vancouver B.C.: TNR Gold Corp. (the “Company”). As previously announced on May 11, 2012, the Company received an unsolicited proposal from a third party to merge with TNR and to acquire TNR’s wholly owned subsidiary Compania Miera Solitario Argentina S.A. (“Solitario”).
In response, the Board of Directors of the Company considered the proposal and pursued discussions with the third party. In these discussions, TNR did not receive sufficiently enhanced terms such as would justify entering into exclusive discussions with the third party. Accordingly, the proposal was rejected and discussions with the third party have terminated.
Kirill Klip, Chairman of TNR commented that: “Although the price being proposed for the Company was materially higher than TNR’s current trading price, in our view it fell far short of reflecting the value of the Company and, in particular, the value of the Company’s claims in the current Los Azules litigation with Minera Andes Inc.”
The Los Azules litigation involves a challenge by TNR and Solitario against MIM Argentina Exploraciones S.A., and Minera Andes Inc., an indirect subsidiary of McEwen Mining Inc. (“McEwen”) over title to the mineral properties constituting the northern half of the Los Azules project (the “Solitario Properties”). TNR is seeking return to it of a 100% interest in the Solitario Properties or damages, and in the alternative, recognition of TNR’s right to back-in to a 25% interest in the properties; together with recognition of TNR’s 100% ownership in the related Escorpio IV property. A trial in the Courts of British Columbia is set to commence in November, 2012 and last for approximately six weeks.
Mr. Klip stated that: “The Los Azules project is considered to represent one of the largest undeveloped copper projects in the world but the current uncertainty over its legal ownership is detracting from the value of the project for shareholders of both TNR and McEwen.” The Los Azules project is located in western San Juan Province within a belt of porphyry copper deposits that straddles the Chilean/Argentine border. This belt contains some of the world’s largest copper deposits, including Codelco’s El Teniente and Andina mines, Anglo American’s Los Bronces mine, Antofagasta PLC’s Los Pelambres mine and Xstrata’s El Pachon project, among others.
McEwen has recently stated in a conference call and in a news release that it will explore the possibility of a sale of the Los Azules property and that new resource estimates for Los Azules will be forthcoming by the end of June, 2012. Mr. Klip added that: “TNR has over 20 years of experience in Argentina and remains fully committed to the potential and opportunity presented with the development of the Solitario Properties.”
As TNR is currently engaged in litigation against Minera Andes Inc. and three of its subsidiaries, TNR advises that it will be monitoring the developments with Los Azules and intends to ensure that TNR’s rights in the litigation are not prejudiced by any changes to the ownership of Los Azules or the identity of the Minera Andes and McEwen parties. TNR will continue to pursue its claims notwithstanding any sale of Los Azules.
Shareholders and other interested parties are invited to review the Court filings relating to the Los Azules litigation which are available from the BC Supreme Court registry database (BC Online) and are hosted on TNR’s webpage at www.tnrgoldcorp.com/s/LosAzules.asp.
ABOUT TNR GOLD CORP.
Over the past twenty-one years TNR, through its lead generator business model, has been successful in generating high quality exploration projects around the globe. With the Company’s expertise, resources and industry network, it is well positioned to aggressively identify, source, explore, partner and continue to expand its project portfolio.
TNR’s recently listed subsidiary, International Lithium Corp. (TSX:ILC.V), demonstrated the successful application of TNR’s business model in which TNR shareholders benefited from a unit distribution upon spin-out of TNR’s lithium and rare metals projects. TNR remains a large shareholder in ILC at 25.5% of outstanding shares.
At its core, TNR provides significant exposure to gold and copper through its holdings in Alaska and Argentina; and teamed with the recent acquisitions of rare-earth elements and iron ore projects in Canada confirm TNR’s commitment to continued generation of in-demand projects, while diversifying its markets and building shareholder value.
On behalf of the board,
Gary Schellenberg President — TNR Gold Corp.
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. In particular, there are no assurances that the Company will receive other unsolicited proposals or decide to commence a formal sale process or that, if commenced, such sale process would result in an attractive offer and sale of the Company. There are no assurances that the Company will achieve a favourable outcome in the Los Azules litigation.
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.