CS. " Investors are cautioned that, except as disclosed in the Information Circular to be prepared in connection with the Spin-Out Transaction, any information released or received with respect to the spin-off may not be accurate or complete and should not be relied upon. Trading in the securities of exploration and development stage resource companies should be considered highly speculative." We will add: do not try to Discharge any High Voltage things at home!With our Common Sense (TM) approach we will clear out all this Lithium-Shlitium right to the core of the basic values and we will see the how much these guys will have left from their 12 Canadian cents.
Is it a free lunch or we need to test these guys on doping with all this recent Energy Boost? They must be taken things too literally: like shareholder's rights for "...building shareholder value" and are sitting on Lithium themselves. But do not be worried that you are missing something, we are here to test and challenge as usual.
After today's announcement about debt settlement at recent high level compare to just two weeks ago, Gary Schellenberg invites everybody to participate in International Lithium Corp - "...a focused and dominant player in the growing Lithium and Rare Metals explorer realm". This guy is getting more confident by the day - does he pretend to be with his Lithium Dream like when Larry and Sergey have started Google GOOG and you can join them before the first round of financing? But of cause, do not hit Buy: we are different from Jim Cramer show - International Lithium Corp. is not a Google - it lives in its own Dreams about Next Big Thing. They have just a few connections and both happen to get on our radar screen many years ago.
By the way, for our devoted readers, we are not against Technology, Progress and Google GOOG particularly. We love the company and are using it all the time in this Educational project. We had some trouble with Google valuation before and warned others about it, but once it fell down last Autumn to 250USD intraday and we covered all our Puts, we are fine. Those money are well spent and supporting our Juniors, who one day, who knows when the world is so close sometimes, will maybe provide Lithium, Gold and Copper to drive Apteras and Next Industrial Revolution.
But before we will sign up TNR Gold and International Lithium Corp. into our Next Big Thing lets check value proposition:
1. If you are a shareholder now or will become by the record day to be announced later, you will get one share and one full tradable warrant of ILC on following conditions:
"TNR shareholders of record will be entitled to receive one share and one full tradable warrant of Int. Lithium Corp. for every 4 shares of TNR held as of the as yet determined record date. The warrant will be exercisable at a price equal to a 50% premium to the Company's listing price for a 2 year period."
So by holding now, buying today at around 0.12CAD at the moment of writing or in the future before the record day you will get shares of TNR Gold and ILC plus ILC warrant according to the ratio. It is important not to forget to hold until the record day if you like the idea of ILC.
For the reference and our investigation angle, we must add that this time last year TNR Gold made a financing at 0.35CAD with all properties without any Lithium flavour. After that all those properties were advanced, they have found some Copper and Gold and Los Azules has developed nicely, but we will remind you that we had The Market Crash, Quantitative Easing and Barrack Obama with his claims for Energy Security and Green Revolution. Now we have a Mexican Flu, we can not spin it in any way that Lithium will save you, so check your temperature before any financial decisions.
2. So far TNR Gold has acquired three Lithium properties. All without Resources according to 43-101, but with historical Lithium and REE content. Thing to monitor here: will they be able to acquire more lithium properties?
3. TNR Gold will have at least 25% in the ILC after it will become public. Having already 100% subsidary in Argentina Solitario Argentina S. A. ("Solitario") with all Argentinian properties and prepared for spin out Bristol Exploration in Alaska, company becomes an Incubator of Exploration Plays and every subsidiary could be positioned to particular Investors and Joint Venture Partners, who would like to have a particular commodity or geopolitical exposure without unnecessary Dilution of shareholder capital.
4. Management - all the same guys, who managed to survive, rise financing from Insiders and settle debts today again. IR advised us today that management settled debts at 0.1CAD today as well. They even managed to get Dr Frederick W. Breaks on board:
"Dr. Breaks is a Ph.D. and Professional Geoscientist who is well known as a Lithium and Rare Earth Elements (REE) expert in Canada. A proven explorer, he discovered two significant lithium-rich deposits: Avalon Venture Ltd's Big Whopper pegmatite near Kenora, Ontario and Houston Lake Mining Inc's Pakeagama Lake pegmatite in the North Spirit Lake area of Northwestern Ontario. His ability to create genetic and exploration models of lithium-rich, pegmatite deposits was developed during his career at Ontario Geological Survey where he authored and coauthored over 120 peer-reviewed scientific papers"
5. These guys have already made a few tricks to get into this market without spending a lot of money and diluting the company at sub par value. But how long Mr Schellenberg will perform his magic without money or should we paraphrase what will he be able to achieve if he has more of it? Will his shareholder friendly very suspicious charm gain any fruits among potential investors? This will be next thing to watch in our research: coming financing, its level and who will come on board this time.
TNR Gold Announces Proposed Spin-Out of Lithium and Rare Metals Assets
"On Monday April 27, 2009, 9:49 am EDT
VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 27, 2009) - TNR Gold Corp. (TSX VENTURE:TNR - News; "TNR" or the "Company") is pleased to announce its intention to spin-out its lithium and rare metals projects into a newly incorporated, wholly owned British Columbia subsidiary of TNR Gold, International Lithium Corp. ("Int. Lithium Corp"). Upon completion of the transfer of the lithium and rare metals projects to Int. Lithium Corp., TNR intends to distribute up to 75% of the securities of Int. Lithium Corp. to TNR shareholders (the "Spin-Out Transaction"). Application will also be made to list the shares of Int. Lithium Corp. on the TSX Venture Exchange (the "Exchange").
It is anticipated that the Spin-Out Transaction will be completed pursuant to a plan of arrangement and will be subject to Exchange, regulatory, court and shareholder approval, by not less than two-thirds of the votes cast at a special meeting of TNR shareholders which will be called to approve the Spin-Out Transaction. Full details of the proposed Spin-Out Transaction will be included in the information circulate to be sent to TNR shareholders in connection with the special meeting to be held in summer 2009, but it is anticipated that TNR shareholders of record will be entitled to receive one share and one full tradable warrant of Int. Lithium Corp. for every 4 shares of TNR held as of the as yet determined record date. The warrant will be exercisable at a price equal to a 50% premium to the Company's listing price for a 2 year period.
In conjunction with the listing of the shares of Int. Lithium Corp., TNR intends to complete an equity financing on terms to be determined, subject to regulatory approval.
Further details regarding the Spin-Out Transaction, the proposed timing thereof and any proposed financing, will be released in the upcoming months.
TNR believes this corporate holding structure will deliver further shareholder value as Int. Lithium Corp. will be focused on increasing critical mass through acquisitions of high potential Lithium and Rare Metal projects globally. Current shareholders will continue to benefit from the group's ability to identify and add value to early stage projects for joint venture model, while enjoying the growth of the new subsidiary and the market's newfound appreciation for efficient lithium energy innovations.
"With a subsidiary that is marketed as a focused and dominant player in the growing Lithium and Rare Metals explorer realm, we believe it will provide the necessary visibility and efficiency that potential joint venture partners are looking for," states President and CEO Gary Schellenberg.
TNR has reserved the domain name http://us.lrd.yahoo.com/_ylt=AuYacAvUULi6uGGP6TmAcD6yf88A/SIG=11907bp0b/**http%3A//www.internationallithium.com/. The site will be linked to the current TNR websitehttp://www.tnrgoldcorp.com and feature property information, lithium industry articles, and relevant technical information. The site is currently in the process of being designed and constructed.
Completion of the Spin-Out Transaction is subject to a number of conditions, including regulatory approval, shareholder approvals, and approval of the British Columbia Supreme Court. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Information Circular to be prepared in connection with the Spin-Out Transaction, any information released or received with respect to the spin-off may not be accurate or complete and should not be relied upon. Trading in the securities of exploration and development stage resource companies should be considered highly speculative.
ABOUT TNR
TNR is a diversified metals exploration company focused on identifying new prospective projects globally with 20 properties currently in its portfolio.
In anticipation of the surging international lithium demand in various high tech and efficient energy applications, TNR has actively pursued an aggressive global acquisition strategy for Lithium and Rare Metals projects of merit. This further confirms the company's commitment to project generation, market diversity, and building shareholder value.
On behalf of the board,
Gary Schellenberg, President"
"On Monday April 27, 2009, 9:49 am EDT
VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 27, 2009) - TNR Gold Corp. (TSX VENTURE:TNR - News; "TNR" or the "Company") is pleased to announce its intention to spin-out its lithium and rare metals projects into a newly incorporated, wholly owned British Columbia subsidiary of TNR Gold, International Lithium Corp. ("Int. Lithium Corp"). Upon completion of the transfer of the lithium and rare metals projects to Int. Lithium Corp., TNR intends to distribute up to 75% of the securities of Int. Lithium Corp. to TNR shareholders (the "Spin-Out Transaction"). Application will also be made to list the shares of Int. Lithium Corp. on the TSX Venture Exchange (the "Exchange").
It is anticipated that the Spin-Out Transaction will be completed pursuant to a plan of arrangement and will be subject to Exchange, regulatory, court and shareholder approval, by not less than two-thirds of the votes cast at a special meeting of TNR shareholders which will be called to approve the Spin-Out Transaction. Full details of the proposed Spin-Out Transaction will be included in the information circulate to be sent to TNR shareholders in connection with the special meeting to be held in summer 2009, but it is anticipated that TNR shareholders of record will be entitled to receive one share and one full tradable warrant of Int. Lithium Corp. for every 4 shares of TNR held as of the as yet determined record date. The warrant will be exercisable at a price equal to a 50% premium to the Company's listing price for a 2 year period.
In conjunction with the listing of the shares of Int. Lithium Corp., TNR intends to complete an equity financing on terms to be determined, subject to regulatory approval.
Further details regarding the Spin-Out Transaction, the proposed timing thereof and any proposed financing, will be released in the upcoming months.
TNR believes this corporate holding structure will deliver further shareholder value as Int. Lithium Corp. will be focused on increasing critical mass through acquisitions of high potential Lithium and Rare Metal projects globally. Current shareholders will continue to benefit from the group's ability to identify and add value to early stage projects for joint venture model, while enjoying the growth of the new subsidiary and the market's newfound appreciation for efficient lithium energy innovations.
"With a subsidiary that is marketed as a focused and dominant player in the growing Lithium and Rare Metals explorer realm, we believe it will provide the necessary visibility and efficiency that potential joint venture partners are looking for," states President and CEO Gary Schellenberg.
TNR has reserved the domain name http://us.lrd.yahoo.com/_ylt=AuYacAvUULi6uGGP6TmAcD6yf88A/SIG=11907bp0b/**http%3A//www.internationallithium.com/. The site will be linked to the current TNR websitehttp://www.tnrgoldcorp.com and feature property information, lithium industry articles, and relevant technical information. The site is currently in the process of being designed and constructed.
Completion of the Spin-Out Transaction is subject to a number of conditions, including regulatory approval, shareholder approvals, and approval of the British Columbia Supreme Court. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Information Circular to be prepared in connection with the Spin-Out Transaction, any information released or received with respect to the spin-off may not be accurate or complete and should not be relied upon. Trading in the securities of exploration and development stage resource companies should be considered highly speculative.
ABOUT TNR
TNR is a diversified metals exploration company focused on identifying new prospective projects globally with 20 properties currently in its portfolio.
In anticipation of the surging international lithium demand in various high tech and efficient energy applications, TNR has actively pursued an aggressive global acquisition strategy for Lithium and Rare Metals projects of merit. This further confirms the company's commitment to project generation, market diversity, and building shareholder value.
On behalf of the board,
Gary Schellenberg, President"
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