Mr. Kirill Klip reports

TNR GOLD ADOPTS SHAREHOLDER RIGHTS PLAN

TNR Gold Corp.'s board of directors has approved the adoption of a shareholder rights plan pursuant to a shareholder rights plan agreement entered into with Computershare Trust Company of Canada, as rights agent, dated July 20, 2023.

The adoption of the rights plan is intended to ensure, to the extent possible, that all shareholders of the company are treated fairly and equally in connection with any unsolicited takeover bid or other acquisition of control of or a significant interest in the company and to protect against acquisitions of control of the company through purchases of common shares of the company that are exempt from applicable Canadian takeover bid rules, also referred to as creeping takeover bids. Furthermore, the rights plan will ensure the board is provided with adequate time to consider and evaluate such a takeover bid or other acquisition and, if appropriate, identify, develop and negotiate any value-enhancing alternatives.

The rights plan is substantially similar to shareholder rights plans adopted by other Canadian issuers, and the rights plan is not being adopted in response to any specific proposal to acquire control of the company.

In accordance with the terms of the rights plan, one right will be issued and attached to each common share in the capital of the company outstanding as of the record time under the rights plan. A right will also be attached to each share issued after the effective date in accordance with the terms of the rights plan. The issuance of the rights will not change the manner in which shareholders trade their shares, and the rights will automatically attach to the shares with no further action required by shareholders.

Subject to the terms of the rights plan, the rights issued under the rights plan become exercisable only if a person, together with certain parties related to such person, acquires or announces its intention to acquire beneficial ownership of 20 per cent or more of the outstanding shares without complying with the permitted bid provision of the rights plan. Following a transaction that results in a person becoming an acquiring person, the rights entitle the holders thereof (other than the acquiring person and certain related parties) to purchase shares at a significant discount to the market price at that time. Under the rights plan, a permitted bid is a takeover bid that is made to all holders of shares (other than the offeror under the takeover bid) and satisfies the following:

• No shares will be taken up or paid for under the takeover bid for at least 105 days following the commencement of the takeover bid or such shorter period that a takeover bid must remain open for deposits of securities pursuant to applicable Canadian securities laws.
• No shares will be taken up or paid for under the takeover bid unless, at the time of take-up or payment, more than 50 per cent of the outstanding shares held by shareholders other than the offeror (or any associate or affiliate of the offeror or any other person acting jointly or in concert with the offeror) have been deposited pursuant to the takeover bid and not withdrawn.
• If, on the date specified for take-up and payment, the minimum tender condition described above is satisfied, the terms of the takeover bid will provide for an additional period of at least 10 business days to permit any non-tendering shareholders to tender their shares.
• The offeror agrees under the terms of the takeover bid that shares may be deposited to and withdrawn from the takeover bid at any time before they are taken up and paid for.

The rights plan is subject to the acceptance of the TSX Venture Exchange, and, although the rights plan is effective as of the effective date, it is subject to shareholder ratification within six months of its adoption, failing which it will terminate.

The description of the rights plan in this press release is qualified in its entirety by the full text of the rights plan. A copy of the rights plan is available on SEDAR under the company's profile at SEDAR. A summary of the rights plan will also be included in the management information circular of the company prepared in connection with the next shareholders meeting.

About TNR Gold Corp.

TNR Gold is working to become the green energy metal royalty and gold company.

Its business model provides a unique entry point in the creation of supply chains for critical materials like energy metals that are powering the energy revolution, and the gold industry that is providing a hedge for this stage of the economic cycle.

Its portfolio provides a unique combination of assets with exposure to multiple aspects of the mining cycle: the power of blue-sky discovery and important partnerships with industry leaders as operators on the projects that have the potential to generate royalty cash flows that will contribute significant value for its shareholders.

Over the past 27 years, TNR Gold, through its lead generator business model, has been successful in generating high-quality global exploration projects. With the company's expertise, resources and industry network, the potential of the Mariana lithium project and Los Azules copper project in Argentina, among many others, has been recognized.

TNR Gold holds a 1.5-per-cent net smelter returns royalty on the Mariana lithium project in Argentina, of which 0.15-per-cent NSR royalty is held on behalf of a shareholder. Ganfeng Lithium's subsidiary, Litio Minera Argentina (LMA), has the right to repurchase 1.0 per cent of the NSR royalty on the Mariana project, of which 0.9 per cent is the company's NSR royalty interest. The company would receive $900,000, and its shareholder would receive $100,000 on the repurchase by LMA, resulting in TNR Gold holding a 0.45-per-cent NSR royalty, and its shareholder holding a 0.05-per-cent NSR royalty.

The Mariana lithium project is 100 per cent owned by Ganfeng Lithium. The Mariana lithium project has been approved by the Argentine provincial government of Salta for an environmental impact report, and the construction of a 20,000-ton-per-annum lithium chloride plant has commenced.

TNR Gold also holds a 0.4-per-cent NSR royalty on Los Azules copper project, of which 0.04 per cent of the 0.4-per-cent NSR royalty is held on behalf of a shareholder. Los Azules copper project is being developed by McEwen Mining.

TNR Gold also holds a 7-per-cent net profit royalty holding on the Batidero I and II properties of the Josemaria project that is being developed by Lundin Mining. Lundin Mining is part of the Lundin group, a portfolio of companies producing a variety of commodities in several countries worldwide.

TNR Gold provides significant exposure to gold through its 90-per-cent holding in the Shotgun gold porphyry project in Alaska. The project is located in southwestern Alaska near the Donlin gold project, which is being developed by Barrick Gold and Novagold Resources. The company's strategy with the Shotgun gold project is to attract a joint venture partnership with a major gold mining company. The company is actively introducing the project to interested parties.

At its core, TNR Gold provides a wide scope of exposure to gold, copper, silver and lithium through its holdings in Alaska (the Shotgun gold porphyry project) and royalty holdings in Argentina (the Mariana lithium project, Los Azules copper project, and the Batidero I and II properties of the Josemaria project), and is committed to the continued generation of in-demand projects, while diversifying its markets and building shareholder value.

We seek Safe Harbor.