TNR spins off International Lithium - dividend unit cutoff MAY16

Great news for all long term investors in TNR Gold.
They seem like they have all the right ingredients for success - with Orocobre and Lithium Americas advancing their projects to Pre-Feasibility, we look at International Lithium with obvious optimism.

FACTS:
- International Lithium has a 160km 100% owned Lithium salt lake in Argentina
- Insider / management like the deal - so much they own over 50% of the parent company.
- Parent company after ILC spinoff will hold 30% of the shares
- Strong Chinese investor, one of the largest lithium battery manufacturer companies in China, has decided to invest into 10% of the company

Do your own due research - we have done ours and we can't wait to see this spinoff happen!

TNR receives TSX-V OK to spin out Int'l Lithium May 19

2011-05-12 08:45 ET - News Release


Mr. Mike Sieb reports
TNR GOLD CORP.: INTERNATIONAL LITHIUM CORP. SPIN-OUT RECORD DATE SET
The TSX Venture Exchange has approved TNR Gold Corp.'s plan of arrangement involving the spin-out of TNR's lithium and rare metals property interests into a separate public company, International Lithium Corp. The plan of arrangement will close and be given effect on May 19, 2011 (note 1).
Key highlights:

• TSX Venture Exchange approves the company's plan of arrangement and ILC spin-out;
• Sets record date/effective date for May 19, 2011;
• May 16, 2011, is the last trading day whereby eligible TNR shareholders at the close of market will receive the ILC unit distribution in accordance with the terms of the plan of arrangement (note 1);
• ILC financing will close concurrently with plan of arrangement;
• Strategic relationship with Jiangxi Ganfeng Lithium Co. Ltd. solidifies as plan of arrangement approaches completion.

As part of the process, a separate press release will be issued on or following the effective date providing further details for the listing of ILC's common shares and share purchase warrants once listing conditions have been satisfied.
Plan of arrangement
The plan of arrangement, which is fully described in the company's information circular, dated May 10, 2010, effectively involves a restructuring of the company's business and assets in order to separate its rare metals mineral property interests from its other precious and base metals assets.
Pursuant to the arrangement:

• TNR will transfer its lithium and rare metals mineral properties, excluding the Mariana lithium brine property, to ILC for 10 million ILC common shares and 10 million ILC share purchase warrants, each whole ILC share purchase warrant exercisable to acquire one additional share of ILC at 37.5 cents per share for two years.
• Concurrent with the closing of the plan of arrangement, ILC will exercise the Mariana option agreement whereby ILC will acquire a 100-per-cent interest in and to the Mariana lithium brine property in exchange for the reimbursement of TNR's costs in acquiring, maintaining and exploring the Mariana property, of which $1-million shall be payable through the issuance of seven million ILC common shares and seven million ILC warrants, and the balance of which shall be payable in cash.
• Every TNR shareholder will exchange its common shares in TNR for one new common share of TNR and one-quarter of one common share of ILC and one-quarter of one ILC warrant.
• TNR warrantholders will receive on exercise of each warrant one new common share of TNR and one-quarter of one common share of ILC. The exercise price paid will be split between TNR and ILC on the same ratio that the fair market value of the spin-out properties has to the fair market value of all assets of TNR.

Note 1
The record date allows for a three-day standard settlement of accounts from a May 16, 2011, trade date. Therefore May 16, 2011, will be the last day to acquire TNR shares, through normal stock market acquisition procedures, which are eligible pursuant to the plan of arrangement for conversion into one new common share of TNR and one-quarter of one common share of ILC and one-quarter of one ILC warrant. For the avoidance of doubt, if an investor was to purchase shares of TNR on May 17, 2011, through the stock market, that investor will not receive ILC common shares and ILC warrants through the plan of arrangement. Such investor will receive only new common shares of TNR.
ILC financing
In order to complete the plan of arrangement, ILC intended to raise a minimum of $2.5-million to provide ILC with sufficient operating and administration funds to satisfy exchange requirements for listing; however, due to the level of demand the financing is currently oversubscribed with the company receiving $3-million in commitments.
The financing consists of units in ILC offered at a price of 25 cents per unit. Each unit consists of one common share and one ILC warrant. Each ILC warrant entitles the holder to purchase one additional common share of ILC at a price of 37.5 cents for a period of two years from the date of closing. Certain fees may be payable on a portion of the placement, in compliance with exchange requirements. The common shares and ILC warrants comprising the ILC units sold under the financing will be restricted from trading for four months in accordance with applicable securities laws.
Jiangxi Ganfeng Lithium Co. (Ganfeng Lithium), a leading China-based multiproduct lithium manufacturer, has committed through a strategic relationship agreement to an initial strategic investment consisting of a 9.9-per-cent equity stake in ILC. Ganfeng Lithium brings significant current and future project development assistance capability. For further details regarding Ganfeng Lithium refer to the company's press release dated April 18, 2011.
TNR and non-executive chairman Kirill Klip plan to participate in the financing.

How would you like a bigger portion of Los Azules? TNR.v MAI.to CUM.to CUU.v MSQ.v

Apparently, the British Columbia Supreme Court found there was sufficient merit in little miner company, TNR Gold Corp's plea to include additional claims?

We like the sound of a bigger claim on this very exciting copper project.

What would this bode for Minera Andes (MAI:TO), who is now potentially facing the loss of operating control of the project? Keep in mind, TNR's deal with Xstrata originally consists of the 51% (operating majority) of the project.

In addition to the spinoff news - CUTOFF TODAY - it's an excellent idea to be a TNR shareholder today. In our humble opinions of course!

News here http://www.tnrgoldcorp.com/s/NewsReleases.asp?ReportID=457300

___

TNR GOLD GRANTED LEAVE TO ADD NEW CLAIM OVER LOS AZULES PROJECT

Vancouver B.C.: TNR Gold Corp. ("TNR" or the "Company) advises that following a two-day hearing before the British Columbia Supreme Court, TNR and its subsidiary, Solitario Argentina S.A., have been granted leave to amend their pleadings to add a new claim to the litigation (the "New Claim") over the Los Azules project in Argentina. The litigation involves TNR, Minera Andes Inc., MIM Argentina Exploraciones S.A. ("Xstrata") and related entities. The Los Azules project is an advanced exploration project currently reporting a National Instrument 43-101 compliant Inferred Resource.

In the original Notice of Claim, among other claims, TNR and Solitario seek rectification of a 2004 Exploration and Option Agreement with Xstrata (later assigned to Minera Andes) to restore a right on the part of Solitario to back-in to up to 25% of certain properties constituting the northern half of the Los Azules project (the "Properties") any time within 120 days of the production of a feasibility study. Minera Andes and Xstrata oppose rectification and the other relief sought by TNR and Solitario.

The New Claim alleges that Xstrata and Minera Andes did not complete the required exploration expenditures required for Xstrata's exercise of its option on April 23, 2007 to acquire the Properties. On that basis, TNR and Solitario advance a claim of breach of contract and intentional interference with economic relations, and seek the return of the Properties, or alternatively, damages as against the defendants or any of them.

As a result of the New Claim being added to the litigation, the trial scheduled to commence on June 20, 2011 in Vancouver, BC has been adjourned so that documents relating to the New Claim can be produced. A new date for the trial will be set in due course.

ABOUT TNR GOLD 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. TNR has a portfolio of 18 active projects, of which 9 rare metals projects, including the Mariana Lithium Brine project, will be held or optioned to TNR's wholly owned subsidiary International Lithium Corp. ("ILC") upon completion of a 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 with the Record Date / Effective Date set for May 19, 2011. For further details of the spin-out, please visit International Lithium's website, TNR's information circular dated May 10, 2010 which is available on the SEDAR website at www.sedar.com and the Company's press release dated May 12, 2011.
The recent acquisition of lithium, other rare metals and rare-earth elements projects in Argentina, Canada, USA and Ireland confirms TNR's commitment to generating projects, diversifying its markets, and building shareholder value.



On behalf of the board,

Gary Schellenberg
President
info@tnrgoldcorp.com

TNR spins off International Lithium - dividend unit cutoff MAY16 TNR.v CLQ.to WLC.to RM.v LI.v LAC.to ORL.to

Great news for all long term investors in TNR Gold.
They seem like they have all the right ingredients for success - with Orocobre and Lithium Americas advancing their projects to Pre-Feasibility, we look at International Lithium with obvious optimism.

FACTS:
- International Lithium has a 160km 100% owned Lithium salt lake in Argentina
- Insider / management like the deal - so much they own over 50% of the parent company.
- Parent company after ILC spinoff will hold 30% of the shares
- Strong Chinese investor, one of the largest lithium battery manufacturer companies in China, has decided to invest into 10% of the company

Do your own due research - we have done ours and we can't wait to see this spinoff happen!

TNR receives TSX-V OK to spin out Int'l Lithium May 19

2011-05-12 08:45 ET - News Release

Mr. Mike Sieb reports

TNR GOLD CORP.: INTERNATIONAL LITHIUM CORP. SPIN-OUT RECORD DATE SET

The TSX Venture Exchange has approved TNR Gold Corp.'s plan of arrangement involving the spin-out of TNR's lithium and rare metals property interests into a separate public company, International Lithium Corp. The plan of arrangement will close and be given effect on May 19, 2011 (note 1).

Key highlights:

• TSX Venture Exchange approves the company's plan of arrangement and ILC spin-out;
• Sets record date/effective date for May 19, 2011;
• May 16, 2011, is the last trading day whereby eligible TNR shareholders at the close of market will receive the ILC unit distribution in accordance with the terms of the plan of arrangement (note 1);
• ILC financing will close concurrently with plan of arrangement;
• Strategic relationship with Jiangxi Ganfeng Lithium Co. Ltd. solidifies as plan of arrangement approaches completion.

As part of the process, a separate press release will be issued on or following the effective date providing further details for the listing of ILC's common shares and share purchase warrants once listing conditions have been satisfied.

Plan of arrangement

The plan of arrangement, which is fully described in the company's information circular, dated May 10, 2010, effectively involves a restructuring of the company's business and assets in order to separate its rare metals mineral property interests from its other precious and base metals assets.

Pursuant to the arrangement:

• TNR will transfer its lithium and rare metals mineral properties, excluding the Mariana lithium brine property, to ILC for 10 million ILC common shares and 10 million ILC share purchase warrants, each whole ILC share purchase warrant exercisable to acquire one additional share of ILC at 37.5 cents per share for two years.
• Concurrent with the closing of the plan of arrangement, ILC will exercise the Mariana option agreement whereby ILC will acquire a 100-per-cent interest in and to the Mariana lithium brine property in exchange for the reimbursement of TNR's costs in acquiring, maintaining and exploring the Mariana property, of which $1-million shall be payable through the issuance of seven million ILC common shares and seven million ILC warrants, and the balance of which shall be payable in cash.
• Every TNR shareholder will exchange its common shares in TNR for one new common share of TNR and one-quarter of one common share of ILC and one-quarter of one ILC warrant.
• TNR warrantholders will receive on exercise of each warrant one new common share of TNR and one-quarter of one common share of ILC. The exercise price paid will be split between TNR and ILC on the same ratio that the fair market value of the spin-out properties has to the fair market value of all assets of TNR.

Note 1

The record date allows for a three-day standard settlement of accounts from a May 16, 2011, trade date. Therefore May 16, 2011, will be the last day to acquire TNR shares, through normal stock market acquisition procedures, which are eligible pursuant to the plan of arrangement for conversion into one new common share of TNR and one-quarter of one common share of ILC and one-quarter of one ILC warrant. For the avoidance of doubt, if an investor was to purchase shares of TNR on May 17, 2011, through the stock market, that investor will not receive ILC common shares and ILC warrants through the plan of arrangement. Such investor will receive only new common shares of TNR.

ILC financing

In order to complete the plan of arrangement, ILC intended to raise a minimum of $2.5-million to provide ILC with sufficient operating and administration funds to satisfy exchange requirements for listing; however, due to the level of demand the financing is currently oversubscribed with the company receiving $3-million in commitments.

The financing consists of units in ILC offered at a price of 25 cents per unit. Each unit consists of one common share and one ILC warrant. Each ILC warrant entitles the holder to purchase one additional common share of ILC at a price of 37.5 cents for a period of two years from the date of closing. Certain fees may be payable on a portion of the placement, in compliance with exchange requirements. The common shares and ILC warrants comprising the ILC units sold under the financing will be restricted from trading for four months in accordance with applicable securities laws.

Jiangxi Ganfeng Lithium Co. (Ganfeng Lithium), a leading China-based multiproduct lithium manufacturer, has committed through a strategic relationship agreement to an initial strategic investment consisting of a 9.9-per-cent equity stake in ILC. Ganfeng Lithium brings significant current and future project development assistance capability. For further details regarding Ganfeng Lithium refer to the company's press release dated April 18, 2011.

TNR and non-executive chairman Kirill Klip plan to participate in the financing.

Chinese leading Lithium manufacturer Ganfeng Lithium invests into International Lithium Corp (TNR:TSXV) listing soon!

The agreement everyone has been waiting long for is finally public knowledge. The valuation increases have reflected that, sell orders have been pulled, and the tiny lithium junior with tremendous potential now has all the right ingredients for success.

- Credible project - 100% owned Mariana with one of the higher concentrations

- Solid strategic backers - Ganfeng Lithium is a large lithium product manufacturer who actually NEED the lithium, versus Toyota or Mitsubishi who can always rely on FMC or SQM.

- Excellent corporate share structure - with parent company TNR Gold holding 30% of shares, and existing major insiders/investors holding another 25% of ILC upon trading, there is a tremendous block of long-term shareholders who will see the valuation increase

JIANGXI GANFENG LITHIUM CO. LTD. BOARD APPROVES STRATEGIC INVESTMENT IN INTERNATIONAL LITHIUM CORP.
Vancouver B.C.: TNR Gold Corp. ("TNR") and wholly-owned International Lithium Corp.("ILC") (jointly the "Company") are pleased to announce that Jiangxi Ganfeng Lithium Co. Ltd.("Ganfeng Lithium"), a leading China based multi-product lithium manufacturer, has received approval from its board of directors, to an initial strategic investment consisting of a 9.9% equity stake in International Lithium Corp.

Key Highlights:

· Jiangxi Ganfeng Lithium Co. Ltd. a prominent lithium product manufacturer selects ILC as investment;

· Initial 9.9% equity stake in ILC;

· Ganfeng Lithium brings significant current and future project development assistance capability;

· Strategic Relationship Agreement between a wholly-owned subsidiary of Ganfeng Lithium and ILC provides for certain Marketing and Offtake rights and ILC Board representation; and

· Company focused on closing of Plan of Arrangement with Record Date to be set shortly.

"We welcome Ganfeng Lithium as a strategic investor in International Lithium with a prime directive to support the advancement of our core projects and ultimately as an integral member to assist us in realizing our goal to become a recognized international lithium and rare metals explorer and developer" states Mike Sieb, President International Lithium Corp.

STRATEGIC INVESTOR

Ganfeng Lithium based in Xinyu, Jiangxi Province, China, is a professional producer of Lithium products which has developed a comprehensive lithium product chain, including Lithium Metal and alloys, inorganic and Organic Lithium chemicals for the Primary and Secondary Lithium battery market, pharmaceutical and new material industries. Ganfeng's principal market is in China with international exports to Europe, Japan, USA and India.

Ganfeng Lithium was founded in the year 2000, was listed on the Shenzhen Stock Exchange in August 2010, has recently reported USD6.3 million net income from total revenues of USD54 million in 2010 and currently has a market capitalization of approximately USD680 million.

The Ganfeng Lithium board has approved through its wholly owned subsidiary GFL International Co., Ltd, registered in Hong Kong, to purchase a 9.9% equity share in ILC through participating in the Financing (as described below) and intends to provide future support towards the development of ILC's projects from a financial and technical perspective. Ganfeng Lithium's participation is subject to completion of the Financing for gross proceeds of at least $2.5 million (including the strategic investor's subscription) and approval for the listing of the shares and warrants on the TSX Venture Exchange.

The strategic relationship agreement provides for, among other things, the right for Ganfeng Lithium to maintain and increase its percentage ownership in ILC, grants certain marketing and offtake rights and provides for ILC board representation. In conjunction, a voting trust agreement has been entered into among Ganfeng Lithium and certain insiders of ILC and affiliates as it relates to ILC.

PLAN OF ARRANGEMENT - ILC FINANCING

In order to complete the Plan of Arrangement, ILC intends 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 "Financing"). The proposed Financing will offer 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 on a portion of the placement, in compliance with Exchange requirements.

TNR and ILC Non-Executive Chairman Kirill Klip plan to participate in the Financing.

Company executives will focus on the completion of the Financing and will shortly be providing the shareholders of TNR notification of the final date for the shareholders of TNR to receive the applicable ILC units (the "Record Date") under the Plan of Arrangement (see below for details).

Upon closing of the Financing, ILC will file the required final paperwork with the applicable regulatory bodies in order to complete the listing of ILC.

Versus the tremendous publicity exercise that LEXG is (oil field brines - review our previous entries nearly 2 years ago about First Lithium MCI:TSXV - and how difficult it is to extract oil / lithium from 1,000m below the ground in Alberta).

As a comparison, LEXG's website show Alberta oil field brine - basically the same area as MCI where the project was eventually dropped. Adding their news release of some untested and new technology firm from AB who claims to be able to extract Li from these brines.

It's our opinion it's a great short. Last Friday LEXG closed at $10.00/share, putting President Alex Walsh's pay and option package higher than Goldman Sach's CEO! See hilarious story here.

This week it has faltered 50%, trading around $5, after dropping over 70% the next week. Investors beware, reviewing the project will immediately raise several red flags. I point you to screenshot below.

So, let me get this right.

Companies like Orocobre, have Toyota as investors, spends 2 years and $10 million+ to get to a Definitive Feasibility Study, JUST to get be able to say stuff like we expect to be producing by 2012.

LEXG comes out of the wood work with no record, some lame historic resource project in Alberta, lists in March 2011, and has the audacity to coin production and revenue within 4th Quarter of 2011??? Revenue from selling useless paper to investors, perhaps?

Disclaimer: We are long TNR and ILC (when its listed), but very short on LEXG