This is how you do it, proper lithium company in making
- major Chinese lithium battery manufacturer invests 10% in
yourcompany
- management/insiders hold 40%+ of shares
- 100% owned large lithium brine, below SQM's Atacama
- TNR shareholders get dividend unit 4:1 --- buy before May 16, 2011!!
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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
TheTSX Venture Exchange has approved TNR Gold Corp.'s plan of arrangementinvolving the spin-out of TNR's lithium and rare metals propertyinterests 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;
May16, 2011, is the last trading day whereby eligible TNR shareholders atthe close of market will receive the ILC unit distribution in accordancewith 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.
Aspart of the process, a separate press release will be issued on orfollowing the effective date providing further details for the listingof ILC's common shares and share purchase warrants once listingconditions have been satisfied.
Plan of arrangement
The plan ofarrangement, which is fully described in the company's informationcircular, dated May 10, 2010, effectively involves a restructuring ofthe company's business and assets in order to separate its rare metalsmineral property interests from its other precious and base metalsassets.
Pursuant to the arrangement:
TNR will transfer its lithiumand rare metals mineral properties, excluding the Mariana lithium brineproperty, to ILC for 10 million ILC common shares and 10 million ILCshare purchase warrants, each whole ILC share purchase warrantexercisable to acquire one additional share of ILC at 37.5 cents pershare for two years.
Concurrent with the closing of the plan ofarrangement, ILC will exercise the Mariana option agreement whereby ILCwill acquire a 100-per-cent interest in and to the Mariana lithium brineproperty in exchange for the reimbursement of TNR's costs in acquiring,maintaining and exploring the Mariana property, of which $1-millionshall be payable through the issuance of seven million ILC common sharesand seven million ILC warrants, and the balance of which shall bepayable in cash.
Every TNR shareholder will exchange its commonshares in TNR for one new common share of TNR and one-quarter of onecommon share of ILC and one-quarter of one ILC warrant.
TNRwarrantholders will receive on exercise of each warrant one new commonshare of TNR and one-quarter of one common share of ILC. The exerciseprice paid will be split between TNR and ILC on the same ratio that thefair market value of the spin-out properties has to the fair marketvalue of all assets of TNR.
Note 1
The record date allows for athree-day standard settlement of accounts from a May 16, 2011, tradedate. Therefore May 16, 2011, will be the last day to acquire TNRshares, through normal stock market acquisition procedures, which areeligible pursuant to the plan of arrangement for conversion into one newcommon share of TNR and one-quarter of one common share of ILC andone-quarter of one ILC warrant. For the avoidance of doubt, if aninvestor was to purchase shares of TNR on May 17, 2011, through thestock market, that investor will not receive ILC common shares and ILCwarrants through the plan of arrangement. Such investor will receiveonly new common shares of TNR.
ILC financing
In order to completethe plan of arrangement, ILC intended to raise a minimum of $2.5-millionto provide ILC with sufficient operating and administration funds tosatisfy exchange requirements for listing; however, due to the level ofdemand the financing is currently oversubscribed with the companyreceiving $3-million in commitments.
The financing consists of unitsin ILC offered at a price of 25 cents per unit. Each unit consists ofone common share and one ILC warrant. Each ILC warrant entitles theholder to purchase one additional common share of ILC at a price of 37.5cents for a period of two years from the date of closing. Certain feesmay be payable on a portion of the placement, in compliance withexchange requirements. The common shares and ILC warrants comprising theILC units sold under the financing will be restricted from trading forfour months in accordance with applicable securities laws.
JiangxiGanfeng Lithium Co. (Ganfeng Lithium), a leading China-basedmultiproduct lithium manufacturer, has committed through a strategicrelationship agreement to an initial strategic investment consisting of a9.9-per-cent equity stake in ILC. Ganfeng Lithium brings significantcurrent and future project development assistance capability. Forfurther details regarding Ganfeng Lithium refer to the company's pressrelease dated April 18, 2011.
TNR and non-executive chairman Kirill Klip plan to participate in the financing.