Dr. Graham Carman reports

TINKA UPSIZES PRIVATE PLACEMENT TO C$14 MILLION AND ANNOUNCES GRANT OF STOCK OPTIONS

As a result of strong investor demand, Tinka Resources Ltd. has increased the size of its previously announced private placement financing from gross proceeds of up to $11-million to gross proceeds of up to $14-million. As announced by the company on Sept. 8, 2025, immediately prior to the closing of the offering, the company plans to undertake a consolidation on the basis of one postconsolidation share for every five preconsolidation shares.

Upsizing of offering

The upsized offering shall consist of the sale of up to 254,545,455 units of the company at a price of 5.5 cents per unit on a preconsolidation basis, or 50,909,091 units at a price of 27.5 cents per unit on a postconsolidation basis, for gross proceeds of up to $14-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 at an exercise price of 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 in full, the company may issue up to an additional 167.75 million shares (preconsolidation) in the offering at the issue price for additional gross proceeds to the company of approximately $9.22-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, including Nexa and Buenaventura, 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.

Grant of stock options

The company also announces that its board of directors has authorized and approved the grant of stock options to purchase up to an aggregate of 33 million preconsolidation shares at an exercise price of eight cents per share, or 6.6 million postconsolidation shares at an exercise price of 40 cents per share, to its directors, officers, and certain employees and consultants. The options are subject to vesting provisions as determined by the board and are exercisable on or before Sept. 10, 2030.

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.

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