Dr. Graham Carman reports

TINKA ANNOUNCES FIRST TRANCHE CLOSING OF PRIVATE PLACEMENT, INCREASE IN OWNERSHIP BY NEXA AND BUENAVENTURA

Tinka Resources Ltd. has closed the first tranche of its previously announced non-brokered private placement financing of units. Pursuant to the closing of the first tranche, the company issued 17,392,958 units at a price of 10 cents per unit for gross proceeds of $1,739,296. Each unit comprises one common share and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one additional share of the company at an exercise price of 15 cents for a period of 18 months from the applicable closing of the offering.

Nexa Resources SA, an insider and a major shareholder of the company, increased its ownership interest in the company and subscribed for 9,859,155 units for gross proceeds to Tinka of $985,915. Prior to the offering, Nexa held 71,343,053 common shares of Tinka or 18.2 per cent of the issued and outstanding shares. Pursuant to the closing of the first tranche, Nexa now holds 81,202,208 common shares or 19.9 per cent of the issued and outstanding shares and warrants entitling Nexa to acquire 4,929,577 additional common shares of the company.

Compania de Minas Buenaventura SAA, an insider and a major shareholder of the company, increased its ownership interest in the company and subscribed for 5,633,803 units in the offering for gross proceeds to Tinka of $563,380. Prior to the offering, Buenaventura held 75,614,289 common shares of Tinka or approximately 19.3 per cent of the outstanding common shares of the company on a non-diluted basis. Pursuant to the closing of the first tranche, Buenaventura now holds 81,248,092 common shares or 19.9 per cent of the issued and outstanding shares and warrants entitling Buenaventura to acquire 2,816,901 additional common shares of the company.

Each of Nexa and Buenaventura has agreed to a restriction on the exercise of any outstanding warrants held as at closing of the offering that prevents the exercise thereof if such exercise results in either Nexa or Buenaventura holding 20 per cent or more of the issued and outstanding shares of the company, unless approval is obtained from Tinka's disinterested shareholders.

Dr. Graham Carman, president and chief executive officer, stated: "Tinka is pleased to close the first tranche of the offering with strong insider participation, including from Tinka directors and its strategic investors. The Tinka board welcomes the continued support of Nexa and Buenaventura, both representing important strategic investors of the company, each with mining operations within 50 kilometres of our Ayawilca project and, in Nexa's case, ownership of the largest zinc refinery in South America just 250 km from the project. We also welcome the increased support from both companies as we advance Ayawilca into 2025 with planned resource expansion and optimization. We intend to close a second tranche of the offering during January, 2025."

The company plans to use the net proceeds from the offering to finance stepout and resource optimization drilling of approximately 4,000 metres at the East Ayawilca zinc-silver-lead area, for exploration at the Silvia copper-gold property, and for general working capital and corporate purposes. See Oct. 16, 2024, news release for information regarding key exploration targets proposed for 2024/2025.

Directors of the company, Dr. Carman, Pieter Britz, Raul Benavides, Mary Little, Nick DeMare and Benedict McKeown, each participated in the offering and purchased an aggregate of 1.7 million units. There has not been a material change in the percentage of outstanding securities that are owned by each of the directors of the company.

Participation of the directors, Nexa and Buenaventura in the offering constituted a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), but was exempt from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to the insiders, nor the consideration paid by the insiders exceeded 25 per cent of the company's market capitalization. The company obtained approval by the board of directors of the company to the offering, with each interested director declaring and abstaining from voting on the resolutions approving the offering with respect to their participation in the offering. None of the company's directors expressed any contrary views or disagreements with respect to the foregoing. The company did not file a material change report 21 days prior to the closing of the offering as the details of the participation of the insiders of the company had not been confirmed at that time.

All securities issued in connection with the first tranche are subject to a statutory four-month hold period, expiring on April 18, 2025. The offering is subject to final approval of the TSX Venture Exchange.

About Tinka Resources Ltd.

Tinka is an exploration and development company with its flagship property being the 100-per-cent-owned Ayawilca zinc-silver-tin project in central Peru. The Zinc zone at Ayawilca has an estimated indicated mineral resource of 28.3 million tonnes grading 5.82 per cent zinc, 16.4 grams per tonne silver, 0.2 per cent lead and 91 g/t indium, and an inferred mineral resource of 31.2 Mt grading 4.21 per cent zinc, 14.5 g/t silver, 0.2 per cent lead and 45 g/t indium. The Silver zone has an estimated inferred mineral resource of 1.0 Mt grading 111.4 g/t silver, 1.54 per cent zinc and 0.5 per cent lead. The Tin zone has an estimated indicated mineral resource of 1.4 Mt grading 0.72 per cent tin and an inferred mineral resource of 12.7 Mt grading 0.76 per cent tin. The company filed a National Instrument 43-101 technical report on an updated preliminary economic assessment for the Ayawilca project on April 15, 2024. Dr. Carman has reviewed, verified and approved the technical contents of this release. Dr. Carman is a fellow of the Australasian Institute of Mining and Metallurgy, and is a qualified person as defined by National Instrument 43-101.

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