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Message: Arranges Debenture Financing/Proposes Debt Settlement
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Arranges Debenture Financing/Proposes Debt Settlement

posted on Jan 21, 2009 01:29AM
January 20, 2009
TNR Gold Corp. Arranges Debenture Financing/Proposes Debt Settlement
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 20, 2009) - TNR Gold Corp. ("TNR" or the "Company") (TSX VENTURE:TNR) is pleased to announce a debt financing of up to $600,000 through the issuance of Series I Convertible Secured Debentures. The Debentures have a term of one year and bear interest, payable quarterly, at 9% per annum, compounded semi-annually (9.2% p/a). The debentures are convertible by the Holders at any time during the Term into Units at $0.05 per Unit. Each Unit is comprised of one common share and one warrant to purchase an additional common share at $0.10 for a period of two years. Quarterly interest payments may also be made in Units, at the election of the Holder. The Debentures will be secured by a General Security Agreement, with the holders having the right to roll the debentures into any other debt or equity financing carried out by the Company during the term, subject to TSX Venture Exchange rules. The financing is subject to regulatory approval.

The company's major shareholder and Director Mr. Kirill Klip, who currently owns 18.4% of outstanding TNR Gold Corp issued shares, is showing his continuous support by participating in the current offering.

In addition to the financing, the Company is proposing the settlement of approximately $800,000 of debt with Units at $0.10 per Unit. Each Unit for non-related party debt will consist of 1 share and one-half common share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.15 for a period of one year. Each Unit for related-party debt will consist of 1 share only.

The debt settlement, along with the proceeds of the debenture financing, will allow the company to explore new opportunities created by the recent economical crisis and advance its current portfolio of properties.

ABOUT TNR

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 15 properties in Argentina, as well as overseeing the exploration and development of the Iliamna and Shotgun projects in Alaska through its wholly owned US subsidiary.

On behalf of the board,

Gary Schellenberg, President
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