2010-12-23 11:45 ET - News Release
Ms. Karyn Legg reports
EARLY WARNING REPORT DECEMBER 23, 2010
On Dec. 21, 2010, Kirill Klip acquired 3.28 million common shares at a price of 10 cents in the capital of TNR Gold Corp. through the exercise of 3.28 million warrants previously issued to Mr. Klip on Feb. 18, 2010. The warrant shares represent approximately 2.37 per cent of the outstanding common shares of TNR. After giving effect to the issuance of the warrant shares, Mr. Klip now holds, directly or indirectly, a total of 26.15 million common shares, 2.5 million warrants and 1.6 million stock options. As at Dec. 21, 2010, TNR had 137,901,447 common shares outstanding, of which Mr. Klip owned, or exercised control or direction, a 21.30-per-cent interest, assuming exercise of all of the foregoing warrants and stock options. The warrant shares of TNR were acquired by Mr. Klip for investment purposes. Subject to availability, price, the general state of the capital markets and the financial condition of TNR from time to time, Mr. Klip may purchase or sell securities of TNR.
December 23, 2010
Vancouver B.C.: TNR Gold Corp. ("TNR" or the "Company") is pleased to provide a summary and review of the corporate highlights reported in 2010 and the anticipated milestones to watch for in 2011.
In 2010, TNR focused on unlocking the value of the enterprise through identifying the critical business units within TNR, reorganizing the corporate structure to support the divisions as individual sustainable corporate entities and laying the foundation for the achievement of their potential.
The bulk of the effort was provided to TNR's wholly owned rare metals' focused subsidiary, International Lithium Corp. ("ILC") to capitalize on the burgeoning lithium sector and the advent of the electric vehicle. Nine of TNR's 18 active projects will be assigned to ILC upon completion of a plan of arrangement that will see ILC spun out of TNR, fully funded and listed on the TSX Venture Exchange. This year promises to be very exciting with an aggressive field season planned and the anticipation of advancing a few of ILC's premier projects.
The Mariana lithium brine project in Argentina, covering an expansive 160 square kilometres, revealed highly compelling geochemistry from a cursory investigation, reporting average grades of 440 mg/l lithium and 12,700 mg/l potassium. The potassium levels were unexpected and represent one of the highest grades comparative to any of the neighbouring salars outside of the world class operation on the Atacama salar. In early 2011, the phase 1 drill program is planned to target and isolate separate brine horizons for a first-time representative characterization of the subsurface brine geochemistry. Subsequent drilling will continue to delineate and add to the confidence level of the geochemistry of the subsurface brine pool with an Inferred Resource estimate targeted for the end of the year.
The Mariana project is expected to experience the most rapid advancement of any of the projects within the current TNR portfolio.
ILC holds three additional lithium brine properties in Nevada (Fish Lake, Runway1 and Sarcobatus Flats) located in adjacent valleys to the Silver Peak operation in Clayton Valley, the sole lithium brine producer in North America which has been in operation since 1966. This past year, in an integrated regional lithium exploration approach using geochemical and basin modeling utilizing a detailed gravity survey, ILC identified multiple drill targets across all three properties. These targets exhibit analogous geological features which provided both a source and trap for the lithium brines currently extracted at Silver Peak. In the first half of 2011 ILC is planning to mobilize a drill to all three properties, target the lithium brine aquifers within the stratigraphy and test their viability.
We consider the Nevada region as highly strategic, possessing excellent opportunity and significant potential, which may well become a centerpiece in ILC as the story unfolds.
ILC's property portfolio is well balanced by a number of highly prospective rare metals' hard-rock pegmatite projects that have been painstakingly selected by ILC's technical experts under stringent guidelines. The key outstanding characteristics shared by all the rare metals' projects are their underexplored nature, excellent accessibility, under-analyzed rare metals' history, initial high confidence level that additional exploration will add project value and ultimately the potential to develop the projects to address the global technological growth in demand for the rare metals' suite of elements.
Highlighting these rare metals' projects is the Moose property located near the shore of Great Slave Lake in the NWT was a minor lithium and tantalum producer in the 1950's with reported production of 119 tonnes of lithium ore and an estimated 4,409 tonnes of high grade tantalum-niobium ore. The surficial area is disturbed from the historic mining activity with the 2010 exploration program limited as to exposure, however a channel sample returned 1.50 wt% Li2O over 7.5 metres confirming the continuity of high grade lithium across substantial widths within the pegmatite and a muck pile returned 8.44 wt% Li2O indicating that the source pegmatite is highly evolved and underscores the future potential of the property. In support of the untested potential, the historic exploration and mining did not penetrate below the 25 metre mark or extend beyond the local workings.
In addition, surface exploration on the Mavis Lake rare metals' project, located 15 km Northeast of Dryden, Ontario, revealed high-grade well-evolved lithium and tantalum zonation as well as significant levels of cesium and rubidium across multiple pegmatite bodies.
Both the Moose and Mavis Lake projects are clearly emerging as premier multi-element rare metals projects and warrant drill programs in 2011 to determine their potential.
The merits of ILC's portfolio of lithium and rare metal projects, particularly the Mariana, have garnered significant interest from retailers, institutions and potential international strategic partners. A fruitful effort has been expended this year in the establishment of a strong network of interested parties. ILC is currently pursuing confidential discussions and undergoing due diligence with strategic investors to negotiate a beneficial transaction that may dramatically assist ILC in the attainment of its objectives. Significant advancement of ILC's projects through 2011 in conjunction with the progression of the lithium and other rare metals' sectors will potentially have a profound effect on the Company in the coming period.
Ameri Gold Corp., an Alaska focused gold exploration company, was incorporated this year as a wholly owned subsidiary of TNR Gold Corp. Major advancements were realized in the amalgamation of a 100% interest in the Shotgun project through the acquisition of NovaGold Resources Inc.'s 50% interest in the project. Previous work at Shotgun Ridge by NovaGold has estimated a non NI43-101 compliant historical resource2 of 980,000 ounces grading 0.93 gram per tonne (g/t) at a cut-off of 0.5 g/t. The coming year will see the continued succession of Ameri Gold into a separately listed company and the management teams' dedicated focus on proving and expanding the mineralization at Shotgun.
The formation of Ameri Gold is another step in the process of maximizing the asset value for the shareholders of TNR by a timely capitalizing on historic high gold prices.
Compania Minera Solitario de Argentina S.A. is the long standing wholly owned subsidiary of TNR focused on gold and copper in Argentina. A number of projects have been advanced by joint venture companies throughout the year. One project in which Solitario claims an interest is the Los Azules project operated by Minera Andes Inc. that has recently, on December 16, 2010, disclosed significant results reported from an updated preliminary assessment3. As most recently disclosed by the Company in its press release of November 4, 2010, the Company is involved in a legal dispute with MAI whereby Minera Solitario has served notice exercising its 25 per-cent back-in right to certain of the properties comprising the Los Azules project. Solitario's right to back into the properties is the subject of a lawsuit filed by Minera Andes and the terms of the back in right are the subject of litigation between Solitario and Xstrata4. The trial date is scheduled for June 20 to July 15, 2011.
Two prominent drill ready properties in the Minera Solitario portfolio are the El Tapau Au-Cu project that has been subjected to very limited drill coverage consisting of 7 holes which returned a significant intersection of 82 metres grading 0.49% Cu that hasn't been followed up on and the El Salto Cu project where previous work has delineated a large chargeability anomaly (6 x 1.5 kilometres) that was widely tested by 12 drill holes; one of which returned 55 metres of 0.21% Cu and 0.012% Mo. In 2011, the expectation is to launch a follow-up drill program on the core areas identified as exhibiting the highest potential.
TNR Gold Corp. staked the Big Beaver House rare earth element ("REE") property, one of the largest carbonatite complexes in Ontario at 5 by 5 kms in scale. The project has experienced limited historic drilling with only partial elements analyzed for. When the Ontario Geological Survey analyzed the historic drill core for the full spectrum of elements, significant REE mineralization was confirmed with reported Nd+La+Ce grades up to 3,200 ppm indicating significant REE potential. The Big Beaver House project represents an excellent exploration target for REEs and is a prime example of the opportunities that the Company continues to source out, identify and acquire.
In summary, the past year was primarily focused on increasing the value of the company, more specifically the value of the projects themselves, for the shareholders through a strategic restructuring. In the past as one company, one entity with a multitude of projects, the underlying value of the myriad of projects has not been realized regardless of their individual inherent value. In addition, the complexity of multiple commodities and jurisdictions does not translate very well to the marketplace or the shareholder. To address and resolve the situation, TNR has evolved and will continue to evolve by setting up separate management teams that are focused on fund-raising, exploration and advancement of their company's specific property portfolios. This initiative is anticipated to provide the direct benefit of unlocking the value of the projects and will be able to move not only the Company forward, but the companies that are derived or get spun out of TNR Gold Corp.
The majority of the Companies' projects are staged for the next phase of exploration and the forthcoming period will see significant resources applied to the advancement of those properties. We are anticipating a very busy and exciting year ahead.
The Company is a diversified international metals exploration company focusing on the continued advancement of existing properties and identifying and acquiring new prospective projects. The Company has a portfolio of 18 active projects, of which the rights to 9 rare metals projects, including Mariana, will be transferred to the wholly owned subsidiary International Lithium Corp. upon completion of a proposed plan of arrangement.
The objective of the proposed plan of arrangement is to spin out the Company's rare metals property interests into a separate public company, International Lithium Corp. This proposed plan of arrangement has been approved by the Company's shareholders and the courts of British Columbia. The Company will now proceed with the spin out and will provide updates on the progress of the spinout in further news releases. For further details of the spinout, please refer to Stockwatch news dated May 26, 2010, or visit International Lithium's website.
The recent acquisition of lithium, other rare metals and rare-earth elements projects in Argentina, Canada, USA and Ireland confirms the combined companies' commitments to generating projects, diversifying its markets, and building shareholder value.
On behalf of the board,
1. As a result of the Company's geophysical survey the option to the Mud Lake mineral claims was permitted to lapse. The Runaway mineral claims have been staked approximately 10 kilometres to the north in conjunction with the interpreted basin's structural low and identified drill target.
2. (Not a NI43-101 compliant resource. A qualified person has not done sufficient work to classify the historical estimate as current mineral resources, the issuer is not treating the historical estimate as current mineral resources and the historical estimate should not be relied upon. This resource estimate is quoted from the Technical Report on the Shotgun-Winchester Project, SW Alaska. 7 March 2008 and available on www.sedar.com).
3. A qualified person of TNR (within the meaning of National Instrument 43-101) has not been able to verify the information disclosed by MAI, and, thus, such information should not be relied upon by TNR shareholders.
4. We encourage interested parties to review the Amended Statement of Defence and Counterclaim in their entirety on our website for a better understating of our position. The link for this information is as follows:
It should be noted that the Statement of Defence and Counterclaim are not intended to be, and should not be interpreted as, sources of factual, business or operational information about TNR or any of its affiliates. The Statement of Defence and Counterclaim contain assertions that have been prepared solely for use in connection with the legal dispute with MAI and Xstrata, have not been proven and should, therefore, not be relied upon.