VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 05/11/12 -- TNR Gold Corp. (the "Company") (TSX VENTURE: TNR) has received an unsolicited proposal from a third party to merge with TNR and to acquire TNR's wholly owned subsidiary Compania Minera Solitario Argentina S.A. ("Solitario"). The Company has called a meeting of the TNR Board of Directors to determine whether the proposal is sufficiently attractive to commence exclusive negotiations with the third party, and also to consider its other strategic alternatives.
TNR and Solitario are currently in litigation with Minera Andes Inc. (and indirect subsidiary of McEwen Mining Inc.) and MIM Argentina Exploraciones S.A. The litigation (the "Los Azules Litigation") involves a challenge to title to a substantial portion of the mineral properties constituting the Los Azules Project in San Juan Province of Argentina. Specifically, TNR is challenging the title of Minera Andes Inc. and certain of its subsidiaries 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, effectively, in the alternative, recognition of TNR's right to back-in to a 25% interest in the properties; together with recognition of TNR's interest 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.
McEwen Mining is continuing a significant expansion drilling program at Los Azules, but has announced that it is focusing, and will continue to focus, its exploration efforts on the portion of the Los Azules mineral claims that are not subject to the ongoing litigation.
Kirill Klip, Chairman of TNR commented that: "The Los Azules project is considered to represent one of the largest undeveloped copper projects in the world but the current legal uncertainty over its legal ownership is detracting from the value of the project for shareholders of both TNR and McEwen Mining. The third party proposal which we have received to purchase TNR, together with the fact that McEwen Mining has decided to limit its drilling activity to non-disputed mineral claims only are further validation of the value of TNR, its title claims and its prospects for success in the upcoming Los Azules litigation."
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.
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 VENTURE: ILC), 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 third party proposal recently received by the Company will develop into a formal offer for the Company, or that any such formal offer would be attractive to, or result in the sae of, the Company. There are no assurances that the Company will 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.
CUSIP: #87260X 109
SEC 12g3-2(b): Exemption #82-4434
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