An anonymous director reports

LITHIUM ROYALTY CORP. PROPOSES ALL-CASH ACQUISITION TO TNR GOLD BOARD OF DIRECTORS

Lithium Royalty Corp. has proposed a non-binding all-cash offer to the board of directors of TNR Gold Corp. to acquire all of the common shares of TNR.

In Lithium Royalty's proposal to the TNR board, it offered to acquire all the outstanding common shares of TNR for cash consideration of eight cents per TNR common share. The proposed transaction, submitted to the board on Sept. 25, 2023, represents a 45-per-cent premium to TNR's closing share price on Sept. 28, 2023, and 10 times the total cumulative volume traded over the past 12 months. Lithium Royalty has been seeking to engage with TNR since mid-July, 2023, to discuss a possible transaction.

Financial and strategic benefits of the proposed transaction

Lithium Royalty believes that the proposed transaction is in the best interest of all TNR shareholders.

Attractive premium to shareholders

The proposed transaction implies a premium to TNR's share price of:

• 45 per cent based on TNR's closing share price on Sept. 28, 2023;
• 45 per cent based on TNR's one-year volume-weighted average price;
• 60-per-cent premium to TNR's private placement on May 19, 2022.

Immediate liquidity

On average, TNR trades under 100,000 shares per day. At the last close share price of 5.5 cents, this implies $5,500 of notional dollars traded per day. The proposed transaction represents a favourable liquidity event equivalent to 2,000 times daily trading volume and 10 times the total cumulative volume traded over the past 12 months.

Attractive value

TNR's share price has been unchanged year to date in 2023, over the past 12 months and over the trailing three-year periods.

Strategic rationale

In 2023, TNR partially monetized its Mariana net smelter royalty, repaid all outstanding debt, and launched a share buyback, without any positive impact for shareholder value. The company's balance sheet is limited and the company is subscale. The alternative proposed by Lithium Royalty represents a real and substantive opportunity for TNR shareholders to access liquidity for their shares which otherwise has limited daily and annual dollar value traded, and at a material premium to current and historical value. In the alternative to Lithium Royalty's proposed transaction, the company has limited viable options for accretive strategic growth.

Alignment

The actions of management and insiders of TNR demonstrate that they believe the TNR shares are worth less than Lithium Royalty's proposed acquisition price of eight cents per share. They have been net sellers of stock annually since 2021 at prices below eight cents per share. Management have let options expire with exercise prices ranging from five cents to 7.5 cents.

Further, management and director compensation has increased 270 per cent in the first half of 2023 compared with the same period in 2022. TNR also issued 1.5 million options to directors, officers and consultants with an exercise price of five cents per share on Sept. 26, 2023, a day after receiving Lithium Royalty's letter outlining the proposed transaction.

About Lithium Royalty Corp.

Lithium Royalty is a lithium-focused royalty company with a globally diversified portfolio of 32 revenue royalties on mineral properties around the world that supply, and are expected to supply, raw materials to support the electrification of transportation and decarbonization of the global economy. Lithium Royalty's portfolio is focused on high-grade and low-cost mineral projects that are primarily located in Australia, Canada, South America and the United States. Lithium Royalty is a signatory to the Principles for Responsible Investment; ESG (environmental, social and governance) factors and sustainable mining are considerations in its investment analysis and royalty acquisitions.