Dr. Graham Carman reports

TINKA STRENGTHENS BOARD WITH APPOINTMENT OF BRANDON MACDONALD AND MICHAEL HORNER AND ANNOUNCES C$11 MILLION FINANCING

Brandon Macdonald and Michael Horner are joining the board of directors of Tinka Resources Ltd. as part of a corporate reorganization, which includes an $11-million private placement and a 1:5 share consolidation. Key terms of the transaction include:

• $11-million institution-focused non-brokered offering consisting of the sale of 5.5-cent units, each comprising one common share and one half-warrant at eight cents (preconsolidation);
• Appointment of Mr. Macdonald and Mr. Horner as members of the Tinka board of directors, effective immediately;
• One-for-five consolidation of the company's common shares immediately prior to the closing of the offering.

Appointment of new directors

Mr. Macdonald and Mr. Horner have been appointed as directors of the company, effective immediately. Mr. Macdonald shall be appointed as executive chairman on the closing of the offering.

Mr. Macdonald is a professional geologist with a diverse background in exploration geology, mining, capital markets, M&A (mergers and acquisitions), and finance. His experience includes time at Macquarie Bank in London, United Kingdom, and as founding chief executive officer of Fireweed Metals Corp., which owns the Macpass zinc project in Canada. He earned his BSc in geology from the University of British Columbia in 2000 and later completed an MBA at Oxford University in 2007. Mr. Macdonald currently serves on the board of Enduro Metals Corp.

Mr. Horner brings over 10 years of mining industry experience across capital markets, M&A, and operations. Most recently as chief financial officer of Adriatic Metals, he led the $1.5-billion (U.S.) sale to Dundee Precious Metals and raised over $100-million (U.S.) through the development phase of the Vares zinc-silver project. He holds a BASc in chemical engineering.

Dr. Graham Carman, chief executive officer of Tinka, stated: "I am delighted to welcome Brandon and Michael to Tinka's board of directors. Both bring highly relevant expertise, having been directly involved in the exploration and development of successful zinc projects in other jurisdictions. In addition, their strong capital markets experience will be a valuable asset to the company. Their appointments represent a strong vote of confidence in Tinka and in our flagship Ayawilca zinc-silver-tin project. We are also excited to be advancing our Silvia gold-copper property, with the first drill program set to begin in October, 2025."

Non-brokered private placement of units

The offering shall consist of up to 200 million units of the company at a price of 5.5 cents per unit on a preconsolidation basis, or 40 million units at a price of 27.5 cents per unit on a postconsolidation basis, for gross proceeds of up to $11-million. 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 eight cents (preconsolidation) or 40 cents (postconsolidation) for a period of 36 months from closing of the offering.

It is anticipated that certain directors and officers of the company will participate in the offering. In addition, Nexa Resources SA and Compania de Minas Buenaventura SAA may participate in the offering to maintain their respective pro rata interests in the company. It is not known at this time if pre-emptive rights held by Nexa and Buenaventura will be exercised. In the event these pre-emptive rights are exercised, the company may issue up to an additional 132 million shares (preconsolidation) in the offering at the issue price for additional gross proceeds to the company of approximately $7.26-million.

All securities to be issued pursuant to the offering will be subject to a four-month hold period under applicable securities laws in Canada. Finders' fees may be payable on a portion of the offering. The offering is subject to certain conditions customary for transactions of this nature, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

The company plans to use the net proceeds to finance an initial drill program at the Silvia gold-copper project, resource expansion at Ayawilca, including targeting of high-grade zinc mineralization, and for corporate and general working capital purposes.

The participation of any insiders in the offering may be considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Such insider participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101 as the company is not listed on any of the exchanges or markets outlined in Subsection 5.5(b) of MI 61-101 and the fair market value of the securities to be distributed to the insiders will not exceed 25 per cent of the company's market capitalization.

Consolidation

Immediately prior to the closing of the offering, the company plans to undertake the consolidation, on the basis of one postconsolidation share for every five preconsolidation shares.

Prior to the consolidation, and assuming completion of the offering and exercise of pre-emptive rights in full by Nexa and Buenaventura, the company will have approximately 740,698,000 shares issued and outstanding. Following the consolidation and assuming completion of the offering, the company will have approximately 148,139,600 shares issued and outstanding.

No fractional shares will be issued under the consolidation. The holdings of any shareholder who would otherwise be entitled to receive a fractional share as a result of the consolidation shall be rounded down to the nearest whole number and no cash consideration will be paid in respect of fractional shares. The consolidation will not affect any shareholder's percentage ownership in the company other than by the minimal effect of the aforementioned elimination of fractional shares, even though such ownership will be represented by a smaller number of shares. Instead, the consolidation will reduce proportionately the number of shares held by all shareholders.

A letter of transmittal will be mailed to registered shareholders providing instructions with respect to exchanging share certificates representing preconsolidation shares for postconsolidation shares. Shareholders who hold their shares in brokerage accounts or in book-entry form are not required to take any action as they will have their holdings electronically adjusted by the company's transfer agent or by their brokerage firms, banks, trust or other nominees. In accordance with the company's articles of incorporation, the consolidation will not require shareholder approval and was approved by the company's board of directors on Sept. 5, 2025.

The company will issue a subsequent news release to announce the effective date of the consolidation once approval has been received from the exchange as the consolidation remains subject to regulatory approval.

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, and is also exploring the nearby Silvia copper-gold project. Mineral resources at Ayawilca include the Zinc zone, which has an estimated indicated mineral resource of 28.3 million tonnes grading 5.8 per cent zinc, 16.4 grams per tonne silver, 0.2 per cent lead and 91 grams per tonne indium and an inferred mineral resource of 31.2 million tonnes grading 4.2 per cent zinc, 14.5 grams per tonne silver, 0.2 per cent lead and 45 grams per tonne indium. The Tin zone at Ayawilca has an estimated indicated mineral resource of 1.4 million tonnes grading 0.72 per cent tin and an inferred mineral resource of 12.7 million tonnes grading 0.76 per cent tin. The company filed a National Instrument 43-101 technical report on an updated PEA (preliminary economic assessment) for the Ayawilca project on April 15, 2024. Dr. Graham Carman, Tinka's president and chief executive officer, 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 NI 43-101.

We seek Safe Harbor.