Mr. Kirill Klip of TNR Gold reports

TNR GOLD RESPONDS TO UNSOLICITED NON-BINDING OFFER BY LITHIUM ROYALTY CORP.

TNR Gold Corp. wishes to comment on the announcement by Lithium Royalty Corp. (LRC) of its unsolicited and non-binding offer to the board of directors of TNR to acquire the issued and outstanding common shares of the company for cash consideration of eight cents per share.

LRC made an unsolicited, non-binding offer to the board to acquire the issued and outstanding common shares of the company for cash consideration of eight cents per share. Given the offer represents such a small premium to the closing price of 7.25 cents on Sept. 29, 2023, the board believes the offer is an opportunistic, low-ball offer that is financially inadequate and not in the best interests of TNR or its shareholders.

Kirill Klip, chief executive officer and executive chairman of TNR, commented: "We welcome this opportunity for increased attention on our fantastic company, and we believe shareholders and investors will see that the current share price of TNR deeply undervalues the company. Given that LRC valued only a portion of the company at $9-million (U.S.), based on its purchase in February, 2023, of the 0.5-per-cent NSR [net smelter return] royalty involving the Mariana lithium project in Argentina for $9-million (U.S.), the offer of $15-million (approximately $11-million (U.S.)) for the entire company is considered opportunistic and inadequate.

"TNR retains a 1.35-per-cent NSR on the Mariana lithium project that is being developed by Ganfeng Lithium in Argentina; we hold a 0.36-per-cent NSR royalty on the Los Azules copper project, which is being developed by McEwen Mining in Argentina. TNR also holds a 7-per-cent net profits royalty holding on the Batidero I and II properties of the Josemaria project that is being developed by Lundin Mining in Argentina.

"Our duty as a board is to maximize the potential value of our assets and our company's valuation for all of our shareholders, and the fair treatment of all shareholders. We are engaging with multiple parties proposing much-higher potential valuations for our assets than the present LRC proposal. We have to wonder if LRC's low-ball offer reflects its own declining share price over 2023.

"Our shareholders have been patient with the company, and they deserve fair and maximized value for their shares.

"The shareholders of TNR have known me for over 16 years of my tenure with TNR. They trust our board of directors and management. They know us and we know our shareholders. Other major shareholders do not agree to sell their holdings of TNR at this very low valuation of our assets. We have spoken with numerous shareholders. They know the true potential of the company's assets and the bright potential for our company.

"There is no alignment with LRC. The TNR team and its shareholders have been supporting the company through all these years even during the darkest days of the worldwide pandemic. We have built this strong, viable portfolio of assets, including royalties in world-recognized projects containing lithium, copper, gold and silver, under the management of such industry leaders as Rob McEwen, McEwen Mining, Rio Tinto, Stellantis, Ganfeng Lithium and Lundin Mining.

"This opportunistic, hostile takeover attempt of TNR, following LRC's partial royalty purchase earlier this year, is very disappointing, much like the LRC poor share performance after its IPO [initial public offering] this year.

"We are creating shareholder value, not reducing it by accepting any deal we can find. We are demonstrating our commitment to maximizing shareholder value and increasing TNR's share price through actions such as the company's normal course issuer bid. TNR's share price was up 75 per cent in July compared to the start of this year, and increased 81 per cent year to date on Sept. 29, 2023.

"Despite LRC's assertion that they have sought to engage with us since mid-July, 2023, in fact, we have been thoughtfully engaged with LRC since January, 2022, and have engaged in many discussions with them about possible transactions. The lead-up to the partial Mariana royalty purchase in February, 2023, started between TNR and LRC in January, 2022, and the only prior non-specific proposal from LRC was a non-binding offer of eight cents per share in July, 2023. This non-binding offer was rejected by the company in July as it undervalued TNR.

"TNR Gold shareholders are well informed about the potential valuations of our assets as we build the green-energy metals royalty and gold company.

"The bottom line is, we believe we can deliver a lot more value for our shareholders.

"Using this opportunity, we would like to thank all our shareholders for their support of the TNR Gold team and our company."

About TNR Gold Corp.

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

The company's 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.

TNR Gold's 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 TNR Gold shareholders.

Over the past 27 years, TNR, 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 the Los Azules copper project in Argentina, among many others, has been recognized.

At its core, TNR 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, the Los Azules copper project, and the Batidero I and Batidero II properties on 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.