Mr. Kirill Klip reports

TNR GOLD RESPONDS TO WITHDRAWAL OF THE UNSOLICITED NON-BINDING OFFER BY LITHIUM ROYALTY

TNR Gold Corp. is commenting on the announcement by Lithium Royalty Corp. (LRC) of its withdrawal of the unsolicited non-binding all-cash offer to acquire TNR Gold on Oct. 27, 2023.

As announced by the company on Oct. 12, 2023, the board of directors of the company 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 is considering and evaluating 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 was considering and evaluating any updates to the unsolicited and non-binding offer made by 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 expressed that the presented offer was an opportunistic, low-ball offer that was financially inadequate and not in the best interests of TNR or its shareholders.

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.

"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. TNR is also considering a plan to unlock additional value for our shareholders by the potential spinout of its Shotgun gold project assets in Alaska, into a new public company. Should the spinout occur, all shareholders of TNR will receive shares of the new public company.

"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 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 is helping 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 supported 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. 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 Gold'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.

We seek Safe Harbor.