April 17, 2008
TNR GOLD CORP.
CLOSES BROKERED PRIVATE PLACEMENT OF 9,500,000 UNITS
NOT FOR
DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO U.S. NEWSWIRE SERVICES
Vancouver B.C.:
TNR Gold Corp. (“TNR” or the “Company”) is
pleased to announce it has closed its brokered private placement previously
announced on February 22, 2008, and repriced on April 4, 2008, which has
resulted in gross proceeds to the Company of $3,325,000 (the
“Offering”). The Offering was brokered by PI Financial Corp. (the
“Agent”).
The Offering
consisted of the issuance of 9,500,000 units of the Company (the
“Units”) at a price of $0.35 per Unit, with each Unit composed of
one common share and one-half of one transferable common share purchase warrant
(each whole such purchase warrant, a “Warrant”). Each Warrant is
exercisable into one additional common share of the Company at an exercise
price of $0.50 per common share until October 17, 2009.
In consideration
for its services performed in respect of the Offering, the Agent was issued
769,500 agent’s warrants, each entitling the Agent to acquire one common
share of the Company at an exercise price of $0.50 per common share until
October 17, 2009. The Agent also received a commission of 7% on a
commissionable portion of the gross proceeds of the Offering, payment of which
was made by a combination of cash, totaling $123,375, and of 246,000 Units.
All of the securities
issued pursuant to the Offering are subject to a four month hold period
expiring on August 18, 2008.
Proceeds of Offering will be used
to fund TNR's exploration projects in South America, and for general corporate
purposes.
ABOUT TNR GOLD CORP.
TNR is a base and precious metals
exploration company focused on aggressively identifying new prospective
projects as well as fostering work on its large portfolio of 16 properties in
Argentina and Alaska. The company's focus over the next 12 months is the
exploration and development of its Eureka, El Salto, El Tapau and Escorpio IV
properties in Argentina and Shotgun project in Alaska.
On behalf of the board,
Gary Schellenberg
President
The TSX Venture Exchange does not accept responsibility
for the adequacy or accuracy of this news release. 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.
This news release does not constitute an offer to sell
or a solicitation of an offer to sell any of securities in the United States.
The securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”) or
any state securities laws and may not be offered or sold within the United
States or to U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such registration is
available.
____________________________________________________________
Please contact Jerry Huang for any further inquiries.
Regards,
Jerry Huang
Corporate Communications
Officer
TNR Gold
Corp. (TNR.V)
620-650 West Georgia St
Vancouver BC V6B 4N9
Tel 604-687-7551
Fax 604-687-4670
www.tnrgoldcorp.com