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TNR Gold Rejects Third Party Proposal And Provides Los Azules Update TNR.v

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TNR Gold Corp. Presentation.

TNR Gold: Los Azules Litigation: Time May Be Ripe for Copper M&A to Flourish TNR.v, MUX

"We will address all interested parties to the web-cast of yesterday's Conference Call with McEwen Mining:

McEwen Mining Corporate Update Conference Call

Here we will provide some additional public information on Los Azules litigation, so that you can have the full picture and decide why McEwen Mining is so worried, why now and what actually they are talking about:

Rob McEwen:

"We are blessed with having a number of world class properties, properties of long life and such size that they are of interest to the large number of players - particularly, Los Azules Copper project, where we have encouragement in drilling this year. We have discussions about partial or full sale of this property, which could provide some or all of the funding we need to carry on our business. These discussions have been going on for a while now, but we will certainly step up that tempo..."

Answering one of the questions, whether McEwen Mining has to wait until the end of the litigation or sell only part of the property Rob McEwen said: "It will be the sale of all property and it does not have to wait the end of the litigation."

In the end of the conference call TNR Gold litigation is mentioned with the Merger Offer proposal from unnamed party and Rob McEwen has pointed, as usual, to the TNR Gold share price - this attention to the junior market is also very interesting in light of the all recent developments.

Timing of a very fortunate Sales of McEwen Mining shares by Former CEO of Minera Andes Mr Allen Ambrose becomes particularly interesting in light of all recent warnings for McEwen Mining shareholders about "Argentina Situation".

Former CEO of Minera Andes Allen Ambrose Sold McEwen Mining $MUX worth 1.7 M in Febuary 2012 with price range 5.65 - 5.69

You can find more information about emails of Mr Allen Ambrose presented as evidence in public court documents of Los Azules litigation below."


TNR Gold Receives Third Party Proposal and Provides Los Azules Project Update TNR.v

"Kirill Klip, Chairman of TNR commented that: "The Los Azules project is considered to represent one of the largest undeveloped copper projects in the world but the current legal uncertainty over its legal ownership is detracting from the value of the project for shareholders of both TNR and McEwen Mining. The third party proposal which we have received to purchase TNR, together with the fact that McEwen Mining has decided to limit its drilling activity to non-disputed mineral claims only are further validation of the value of TNR, its title claims and its prospects for success in the upcoming Los Azules litigation."



May 28, 2012.

Vancouver B.C.: TNR Gold Corp. (the "Company"). As previously announced on May 11, 2012, the Company received an unsolicited proposal from a third party to merge with TNR and to acquire TNR's wholly owned subsidiary Compania Miera Solitario Argentina S.A. ("Solitario").

In response, the Board of Directors of the Company considered the proposal and pursued discussions with the third party. In these discussions, TNR did not receive sufficiently enhanced terms such as would justify entering into exclusive discussions with the third party. Accordingly, the proposal was rejected and discussions with the third party have terminated.

Kirill Klip, Chairman of TNR commented that: "Although the price being proposed for the Company was materially higher than TNR's current trading price, in our view it fell far short of reflecting the value of the Company and, in particular, the value of the Company's claims in the current Los Azules litigation with Minera Andes Inc."

The Los Azules litigation involves a challenge by TNR and Solitario against MIM Argentina Exploraciones S.A., and Minera Andes Inc., an indirect subsidiary of McEwen Mining Inc. ("McEwen") over title to the mineral properties constituting the northern half of the Los Azules project (the "Solitario Properties"). TNR is seeking return to it of a 100% interest in the Solitario Properties or damages, and in the alternative, recognition of TNR's right to back-in to a 25% interest in the properties; together with recognition of TNR's 100% ownership in the related Escorpio IV property. A trial in the Courts of British Columbia is set to commence in November, 2012 and last for approximately six weeks.

Mr. Klip stated that: "The Los Azules project is considered to represent one of the largest undeveloped copper projects in the world but the current uncertainty over its legal ownership is detracting from the value of the project for shareholders of both TNR and McEwen." The Los Azules project is located in western San Juan Province within a belt of porphyry copper deposits that straddles the Chilean/Argentine border. This belt contains some of the world's largest copper deposits, including Codelco's El Teniente and Andina mines, Anglo American's Los Bronces mine, Antofagasta PLC's Los Pelambres mine and Xstrata's El Pachon project, among others.

McEwen has recently stated in a conference call and in a news release that it will explore the possibility of a sale of the Los Azules property and that new resource estimates for Los Azules will be forthcoming by the end of June, 2012. Mr. Klip added that: "TNR has over 20 years of experience in Argentina and remains fully committed to the potential and opportunity presented with the development of the Solitario Properties."

As TNR is currently engaged in litigation against Minera Andes Inc. and three of its subsidiaries, TNR advises that it will be monitoring the developments with Los Azules and intends to ensure that TNR's rights in the litigation are not prejudiced by any changes to the ownership of Los Azules or the identity of the Minera Andes and McEwen parties. TNR will continue to pursue its claims notwithstanding any sale of Los Azules.

Shareholders and other interested parties are invited to review the Court filings relating to the Los Azules litigation which are available from the BC Supreme Court registry database (BC Online) and are hosted on TNR's webpage at www.tnrgoldcorp.com/s/LosAzules.asp.


Over the past twenty-one years TNR, through its lead generator business model, has been successful in generating high quality exploration projects around the globe. With the Company's expertise, resources and industry network, it is well positioned to aggressively identify, source, explore, partner and continue to expand its project portfolio.

TNR's recently listed subsidiary, International Lithium Corp. (TSX:ILC.V), demonstrated the successful application of TNR's business model in which TNR shareholders benefited from a unit distribution upon spin-out of TNR's lithium and rare metals projects. TNR remains a large shareholder in ILC at 25.5% of outstanding shares.

At its core, TNR provides significant exposure to gold and copper through its holdings in Alaska and Argentina; and teamed with the recent acquisitions of rare-earth elements and iron ore projects in Canada confirm TNR's commitment to continued generation of in-demand projects, while diversifying its markets and building shareholder value.

On behalf of the board,
Gary Schellenberg President - TNR Gold Corp.

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. In particular, there are no assurances that the Company will receive other unsolicited proposals or decide to commence a formal sale process or that, if commenced, such sale process would result in an attractive offer and sale of the Company. There are no assurances that the Company will achieve a favourable outcome in the Los Azules litigation.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.


Gary Schellenberg
TNR Gold Corp.
(604) 687-7551 or 1-800-667-4470
(604) 687-4670 (FAX)

TNR Gold Vs. McEwen Mining:

Los Azules

"World's Sixth Largest Undeveloped Copper Deposit"



Thursday, May 10,2012

Note: we are not sure that this particular Judge will be involved in this court hearing.

Disclaimer (loosely based on investment bankers' small print): please read our full disclaimer, nothing on this website or any links provided should be relied upon in any way and nobody will accept any responsibility in any case.

We are very pleased to see this development: acknowledgement of the ongoing litigation, its risks, property involved and proper representation of all necessary information for the shareholders. Annual General Meeting to be held by McEwen Mining on Thursday May 17, 2012 at 4:00 will provide a good opportunity to ask all questions about this developing story with "World's Sixth Largest Undeveloped Copper Deposit" - as Rob McEwen has called it.

McEwen Mining reports:

"A total of 2,835 meters were drilled this season in eight holes. A drill hole location map, a table of assay results and a cross section of the Los Azules resource are provided in Exhibits 1, 2 and 3. All of the drill holes from this season were completed on mineral claims that are not subject to ongoing litigation."


Page 5 provides, finally, McEwen Mining map outlining High Grade Core Copper Zone on TNR Gold's former properties called "100% Held mineral rights (subject to litigation) and surface ownership".


TNR Gold litigation on Los Azules Copper Project, Argentina - Form 10-Q for MCEWEN MINING INC. TNR.v

TNR Gold's Gary Schellenberg Discusses Gold Mining in Alaska and Los Azules Copper Project on Midas Letter Money TNR.v

Public Court Documents on Los Azules litigation

Update February 12th, 2012. CNNMoney:


$1.7M of MUX sold by Allen Ambrose

We guess, that at some stage Mr Allen Ambrose - former CEO of Minera Andes, will be questioned during the Los Azules litigation on what exactly were his intentions explained in his emails presented by TNR Gold litigation counsel in Amended Claim.

Allen Ambrose emails:

24. "Next we should look at our alternatives to take out the Solitario (TNR Gold - S) agreement..."TNR Gold vs Minera Andes (McEwen Mining now) and MIM (Xstrata now). From Page 11 Part 3: Legal Basis http://bit.ly/xhdqag


Los Azules: Gold bug McEwen eyes big copper play - TNR Gold claims Northern Part of the project back

Mcewen Mining: SEC filing: ITEM 1A. Risk Factors

"The Los Azules copper project is subject to ongoing legal proceedings with the potential that we may lose all or part of our interest in the project.

TNR Gold presentation with Maps of Los Azules.

Please, do not forget, that we own stocks we are writing about and have position in these companies. We are not providing any investment advise on this blog and there is no solicitation to buy or sell any particular company here. Always consult with your qualified financial adviser before making any investment decisions.

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