RAB Special Situations (fka RAB)

[Tackler]

TNR Gold shares purchased by RAB Special Situations

2004-08-03 05:19 ET - News Release

Mr. Neil Warrender of RAB Special Situations reports

RAB SPECIAL SITUATIONS L.P./TNR GOLD CORP.-ANNOUNCEMENT

TNR Gold Corp. has entered into a subscription agreement with RAB Special Situations LP pursuant to which RAB Special Situations subscribed for a total of four million units of TNR Gold at a price of 13 cents per unit. Each unit consists of one common share of the company and one share purchase warrant (each whole warrant being a warrant). Each warrant entitles Special Situations to purchase one share for a period of two years from closing at a price of 16 cents per share.

The purchased securities represent approximately 33.3 per cent of the issued and outstanding shares on a partially diluted basis (assuming exercise of its warrants) (partially diluted basis). Special Situations has ownership of and control over the securities purchased in the private placement.

Immediately after the private placement, Special Situations owned four million shares and four million warrants, representing approximately 33.3 per cent of the issued and outstanding shares on a partially diluted basis.

Special Situations purchased units for investment purposes only and not with the purpose of influencing the control or direction of the company. Special Situations together with joint actors, if any, may, subject to market conditions, make additional investments in or dispositions of securities of the company in the future, including additional purchases of shares. Special Situations and its joint actors, if any, do not, however, intend to acquire 20 per cent of any class of the outstanding voting or equity securities of the company.