Mr. Kirill Klip reports

TNR GOLD FORMS SPECIAL COMMITTEE TO EVALUATE STRATEGIC M AND A OPPORTUNITIES

TNR Gold Corp.'s board of directors has formed a special committee comprising independent directors in response to discussions with various interested parties regarding a potential strategic transaction with TNR. The special committee will consider and evaluate strategies to maximize shareholder value, including pursuing one or more strategic transactions and continuing to execute on the company's existing business plan.

As part of its mandate, the special committee will consider and evaluate any updates to the unsolicited and non-binding offer made by Lithium Royalty Corp. (LRC) to the board on Sept. 25, 2023, to acquire all of the issued and outstanding common shares of the company for cash consideration of eight cents per share. As announced on Oct. 3, 2023, the board believes that the current offer is an opportunistic, lowball offer that is financially inadequate and not in the best interests of TNR or its shareholders. The board has not received any updates from LRC with respect to the offer at this time.

Kirill Klip, chief executive officer and executive chairman of TNR, commented: "As a result of inbound interest from various third parties that are interested in pursuing a transaction with TNR, the board of directors decided that the appropriate action would be to establish a special committee of independent directors to review available opportunities and present them to the board once vetted. We welcome this increased attention on our fantastic company, and we believe shareholders, investors and strategic partners see that the current share price of TNR deeply undervalues the company and its assets.

"TNR retains a 1.35-per-cent NSR royalty on the Mariana lithium project that is being developed by Ganfeng Lithium in Argentina. We also hold a 0.36-per-cent NSR royalty on the Los Azules copper project that is being developed by McEwen Mining in Argentina. In addition, TNR holds a 7-per-cent net profits royalty on the Batidero I and II properties of the Josemaria project that is being developed by Lundin Mining in Argentina. TNR also provides significant exposure to gold through its 90-per-cent holding in the Shotgun gold porphyry project in Alaska.

"In February, 2023, LRC valued only a portion of the company at $9-million (U.S.), based on its purchase of the 0.5-per-cent NSR royalty involving the Mariana lithium project in Argentina for $9-million (U.S.). LRC's recent offer of $15-million (approximately $11-million (U.S.)) for the entire company was opportunistic and financially inadequate. The duty of the 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. The special committee will help the board achieve these aims by evaluating opportunities in the most streamlined, efficient manner possible. We are engaging with multiple parties proposing much higher-potential valuations for our assets than LRC's recent proposal, and these are the opportunities that the special committee will focus on first.

"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 the very low valuation proposed by LRC. We have spoken with numerous shareholders. They know the true potential of the company's assets and the bright potential for our company.

"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.

"We are working on creating shareholder value and are not reducing value by accepting any deal presented. 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 by Sept. 29, 2023. We believe the formation of the special committee will assist the board in its next chapter of maximizing shareholder value. The bottom line is, we believe we can deliver a lot more value for our shareholders.

"We would again like to thank all our shareholders for their support of the TNR Gold team and our company."

The company does not intend to comment further on this process except as required by applicable securities laws or the policies of the TSX Venture Exchange. No assurance can be given that any transaction will be announced. Furthermore, the company cautions that there is no guarantee that the company's discussions will result in a transaction or if a transaction is undertaken, as to its timing or terms.

About TNR Gold Corp.

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

TNR'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'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 the company's 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 Los Azules copper project in Argentina, among many others, has been recognized.

We seek Safe Harbor.