Mr. Kirill Klip reports

TNR GOLD CORPORATE UPDATE AND STRATEGIC REVIEW OF THE DEVELOPING M&A OPPORTUNITIES

TNR Gold Corp. has provided a corporate update, and the company is continuing its strategic review of developing merger-and-acquisition opportunities.

"TNR Gold Corp. is your gateway to the green energy revolution and gold stability," stated Kirill Klip, executive chairman of TNR Gold. "We're building a leading green energy metals royalty and gold company, offering a unique entry into the supply chains powering the energy transition. With a 1.5-per-cent net smelter returns royalty on the Mariana lithium project in Argentina (0.15-per-cent NSR royalty is held on behalf of a shareholder), operated by Ganfeng Lithium, and a 0.4-per-cent NSR royalty on the Los Azules copper project with McEwen Inc. (0.04 per cent of NSR royalty is held on behalf of a shareholder) -- backed by majors like Rio Tinto and Stellantis -- TNR is potentially positioned for significant cash flows without the capital burden. Add to that our 90-per-cent stake in the Shotgun gold project in Alaska, near the Donlin gold deposit, with 705,960 ounces of inferred gold resources, and the company is also well diversified. TNR delivers exposure to lithium, copper, silver and gold, blending blue-sky discovery with partnerships that drive value, in turn offering potential growth with a hedge in today's economic cycle."

Strategic priorities

Its priorities remain focused on maximizing value for all shareholders by preventing unnecessary dilution, reducing general and administrative expenses, and delivering above the market returns for investors. The company's strategic action plan includes, but is not limited to, the following initiatives.

Marketing success and industry recognition:

• Recent increased M&A interest from numerous parties suggests that TNR's management has succeeded with its marketing activity by presenting the company's GEM royalty story to the mining and investment industries.
• In February, 2023, Lithium Royalty Corp. 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.).
• The team has repaid TNR Gold's investment loan in full, returning its shareholders all its assets free from encumbrance. The value generated from delivering that strategic transaction has justified management's stance on rejecting other opportunistic lowball offers.

Delivering value in uncertain times and planning ahead:

• Management has succeeded in delivering solid values in uncertain times. The company's share price has performed above the market average, not only during very challenging market times of the COVID-19 pandemic, but also during the market rout following the U.S. tariff announcements. This has justified the strategy of TNR's board of directors of presenting the company as a structural hedge in an investment portfolio.
• Management has been investing in TNR Gold for over two decades and continues to support the company by participating in private placements, even during the darkest hours of the COVID-19 pandemic. Management resumed its buying of shares of the company and increased its stake in TNR Gold.
• Management proposes to hold its 2026 annual general meeting of shareholders on June 16, 2026. Further details will be provided closer to the meeting and included in its management information circular for such meeting. The company will place before the meeting its audited financial statements for its financial year ended Dec. 31, 2025. Items of annual business include the election of directors and an appointment of an auditor. The company will also present its stock option plan for annual approval in accordance with the policies of the TSX Venture Exchange.

Strategic growth and stability:

• TNR Gold's assets are well recognized within the mining and investment industries. The company has received indications of further M&A interest from numerous parties and even defended the company from the opportunistic lowball hostile takeover attempts.
• On Oct. 12, 2023, TNR announced that the board had formed a special committee composed of independent directors to consider and evaluate strategies to maximize shareholder value, including pursuing one or more strategic transactions. Management continues to work diligently with the special committee to capitalize on potential transactions, including potential further royalty acquisitions. The company believes it is a leader among its industry peers in maintaining integrity and consideration toward its retail shareholders, while prioritizing the discipline to unlock the full potential valuations of its assets. TNR's shareholder rights plan allows it to pursue the most appealing transactions for the benefit of all its shareholders while avoiding predatory tactics like crawling takeover attempts and lowball opportunistic offers.
• Management is currently working on new avenues to open the new chapter of growth for the company's GEM royalty, including trying to facilitate potential strategic alliances with major mining companies and investment institutions. If successful, such alliances would allow it to unlock higher valuations of its royalty holdings and generate new capital without diluting the company's current shareholders.
• Management believes that to maximize shareholder value and reach the potential valuations reflecting the intrinsic value of the company's assets, TNR must preserve capital, reduce its number of outstanding shares and seek outside investment for the development of the Shotgun gold project.
• Management believes that potential cash flow expected to be generated from TNR's royalties and capital management strategy would be well used to implement a normal course issuer bid (subject to regulatory approval) to reduce the company's float of shares and deliver returns to its shareholders.
• Management is considering the best value creation strategies for the Shotgun gold project and has put in place the corporate structure of AmeriGold -- the stand-alone company that could potentially inherit the Shotgun gold project joint venture operations after the contemplated potential spinout from TNR Gold.
• By maintaining this strategic approach, the company aims to continue generating substantial value for its shareholders while ensuring long-term stability and growth.

"We are building the green energy metals royalty and gold company," continued Mr. Klip. "Our business model provides a unique entry point into the creation of supply chains for critical materials like energy metals which are powering the energy revolution, and the gold industry, which is providing the ultimate hedge during this part of the economic cycle. Our shareholders are participating in the building of the green energy metals royalty and gold company. In our portfolio, we have a unique combination of assets providing exposure to different parts of the mining cycle, starting with the power of blue-sky discovery and including partnerships with industry leaders like McEwen Inc., Ganfeng Lithium, Lundin Mining and BHP as operators on the projects that could potentially generate royalty cash flows to contribute significant value for our shareholders."

TNR Gold's motto remains "solid values in uncertain times."

Shotgun gold project -- Alaska

The Shotgun gold project is an advanced-stage exploration prospect in southwestern Alaska. The company's exploration field program in 2022-2023 at the Shotgun and Winchester prospects, located in the Taylor Mountain Quadrangle, Alaska, investigated the geochemical anomalies generated by the 1998 Novagold Resources soil surveys and the geophysical targets indicated by anomalies from the SJ Geophysics 2011 and 2012 electromagnetic surveys.

"The company's strategy with the Shotgun gold project is to attract a partnership with a major gold mining company. TNR Gold has successfully consolidated and updated its mining claims in Alaska and is actively introducing the project to interested parties," commented Mr. Klip. "There is a clear path on how to move this prospective project forward using the geological and geophysical research currently available to target drilling to expand the resource. The next step is to acquire a partner that shares our vision and recognizes the growth potential and value to be added to the Shotgun gold project over time. The latest exploration program allows us to provide additional information on TNR's Shotgun gold project for our potential strategic partners."

The strategy presented to potential strategic partners involves the creation of a joint venture with a major gold mining company, where TNR's partner would invest substantial capital in the development of the Shotgun gold project while earning a stake in the project.

TNR Gold shareholders would benefit from the strategic partner's capital being invested in the ground and industry expertise, including operations in Alaska.

Management is investigating the best value creation strategies for the Shotgun gold project and has put in place the corporate structure of AmeriGold -- the stand-alone company that could potentially inherit the Shotgun gold project joint venture operations after a potential spinout from TNR Gold.

TNR holds a 90-per-cent interest in the Shotgun gold project that is located 190 kilometres south of the Donlin gold project deposits within the Kuskokwim gold belt in southwestern Alaska. This area is emerging as a multimillion-ounce gold district. The Shotgun property includes a number of prospects, including Shotgun Ridge and nearby Winchester. The Donlin gold project is an intrusion-associated system and represents one of the largest undeveloped gold deposits in the world. The company believes that there are several key similarities between prospects on the Shotgun property and those of the Donlin gold project deposits, as well as other important intrusion-associated deposits worldwide.

The company is targeting a large tonnage porphyry system at Shotgun Ridge. Structural repeats, as interpreted from airborne magnetic data and ground geophysical surveys, provide TNR with encouraging targets for future drill testing.

Detailed information about the inferred mineral resource estimate is included in the technical report titled, "Technical Report on the Shotgun Gold Project, Southwest Alaska," dated May 27, 2013, that can be found on the TNR Gold website or on SEDAR+.

Mariana lithium net smelter return royalty holding

On Feb. 20, 2025, TNR Gold announced that Ganfeng Lithium Group Co. Ltd. provided an update on the Mariana lithium project. TNR holds a 1.5-per-cent NSR royalty on the Mariana lithium project in Argentina, of which a 0.15-per-cent NSR royalty is held on behalf of a shareholder of TNR.

On Feb. 14, 2025, Ganfeng announced commencement of formal production of the Mariana lithium salt lake project in Argentina. Ganfeng stated in its announcement: "A production ceremony for the first phase of the Mariana lithium salt lake project in Argentina owned by Litio Minera Argentina SA (hereinafter referred to as LMA), a wholly owned subsidiary of Ganfeng Lithium Group Co., Ltd. was held at the project site on Feb. 12, 2025, which means the formal production of the first phase of the Mariana lithium salt lake project.

"Mariana lithium salt lake project is located in Salta province, Argentina, with total lithium resources of approximately 8,121,000 tons of lithium carbonate equivalent currently explored. After the formal production of the first phase of Mariana lithium salt lake project with an annual production capacity of 20,000 tons of lithium chloride production line, the company will actively accelerate the ramp-up of the production capacity of the project. With the gradual release of production capacity, the supply and cost structure of the lithium resources of the company will be further optimized, the company's profitability will be enhanced and the company's core competitiveness in the global market will be continuously improved.

"The company will perform the corresponding procedures and obligation of information disclosure according to the subsequent progress of the relevant matters. Investors are advised to invest rationally and pay attention to the investment risks."

On April 30, 2025, Ganfeng in its 2024 annual report stated: "Mariana is a lithium-potassium salt lake located in Salta province, Argentina. According to a technical report issued by Golder Associates Consulting Ltd., the total lithium resources at the Mariana lithium salt lake project amounted to approximately 8.12 million tons of LCE. The construction of the project has been completed. In February, 2025, the production line for phase 1 of the Mariana lithium salt lake project with a planned annual production capacity of 20,000 tons of lithium chloride was officially put into operation. The company will accelerate the progress of the production capacity ramp-up of the project, and it is expected that the Mariana project will gradually supply lithium chloride products in a stable manner from the second half of 2025 onwards."

On Sept. 30, 2025, Ganfeng in its 2025 interim report stated: "Securing high-quality and stable lithium resources is fundamental to the long-term sustainable growth of our business. The company adheres to the aim of globalizing the layout of its resources, and will continuously expand its current lithium resources portfolio through further exploration, and actively improve the self-sufficiency rate of resources of the company. In terms of brine, the company will pro-actively advance the development and construction of the Mariana lithium salt lake project."

"We are very pleased that Ganfeng officially inaugurated the Mariana Lithium's start of production at a 20,000-ton-per-annum lithium chloride plant on Feb. 12, 2025," commented Mr. Klip. "We are looking forward to our first NSR royalty cash flow payment from the Mariana lithium project.

"TNR does not have to contribute any capital for the development of the Mariana lithium project, the Los Azules copper project or the Josemaria project. The essence of our business model is to have industry leaders like Ganfeng as operators on the projects that will potentially generate royalty cash flows to contribute significant value for our shareholders."

Los Azules copper, gold and silver NSR royalty holding

On Oct. 10, 2025, TNR Gold announced that McEwen provided an update on Los Azules copper project in San Juan, Argentina. TNR holds a 0.4-per-cent NSR royalty (of which 0.04 per cent of the 0.4-per-cent royalty is held on behalf of a shareholder of TNR) on Los Azules copper project. Los Azules copper project is held by McEwen Copper, a subsidiary of McEwen.

An excerpt from a news release issued by McEwen on Oct. 7, 2025, is below. For additional details, please refer to the McEwen website.

"McEwen Copper Inc., 46.4 per cent owned by McEwen Inc., is pleased to announce positive results from the independent feasibility study for its 100-per-cent-owned Los Azules copper project in San Juan, Argentina.

"The FS confirms Los Azules as a long-life, low-cost producer of high-purity copper cathodes with strong economic returns and sustainability. The project design advances Los Azules toward construction readiness within a framework that reduces its environmental footprint. Project risk has been further reduced through a strategic collaboration agreement with IFC to potentially lead debt financing and additional funding proposals for infrastructure and construction.

"With these results, Los Azules is positioned to become a supplier of responsibly produced copper, critical to the global energy transition towards a low-carbon sustainable future.

"The Los Azules feasibility study is more than a technical milestone -- it's a blueprint for the future of copper mining. We have delivered a plan for a long-life asset that will play a role in the world's clean-energy transition. Copper is the foundation of electrification and the modern world, and Los Azules is ready to contribute to that global supply chain -- responsibly, efficiently and profitably," said Rob McEwen, chairman and chief owner of McEwen.

"With this feasibility study, our team has transformed the geological potential of Los Azules into a clear, actionable development plan. This work gives us confidence in the project's design, costs and schedule, providing the foundation for the next stage of growth."

"Having significant experience with large-scale construction and mining operations in Argentina, I am confident that we have the right plan, the right team and the right partnerships to develop Los Azules. Together with our local communities and government partners, we aim to create Argentina's first regenerative copper mine -- a model for responsible and innovative mining," said Michael Meding, vice-president of McEwen Copper and general manager of Los Azules.

Qualified persons

The McEwen Copper feasibility study technical report has an effective date of Sept. 3, 2025.

The feasibility study and associated news disclosures were reviewed and verified by the following qualified persons who are independent consultants of McEwen Copper:

• Technical aspects of the news release related to project execution, development information and other information excluding mineral resource disclosure -- James L. Sorensen -- FAusIMM registration No. 221286, with Samuel Engineering;
• Technical aspects of the news release related to metallurgical summary and process information -- Michael McGlynn -- SME registered member No. 4149430 with Samuel Engineering;
• Disclosure related to the updated Los Azules mineral resource estimate -- Jeff Sullivan -- FAusIMM registration No. 201778, with CRM-SA LLC;
• Disclosure related to the initial Los Azules mining and mineral reserve estimate -- Gordon Zurowski, PEng, with AGP Mining Consultants;
• Technical aspects of the news release related to financial modelling -- Steve Pozder -- PE, with Samuel Engineering.

The McEwen press release appears to be reviewed and verified by a qualified person (as that term is defined by National Instrument 43-101 (Standards of Disclosure for Mineral Projects) and the procedures, methodology and key assumptions disclosed therein are those adopted and consistently applied in the mining industry, but no qualified person engaged by TNR has done sufficient work to analyze, interpret, classify or verify McEwen's information to determine the current mineral resource or other information referred to in its press releases. Accordingly, the reader is cautioned in placing any reliance on the disclosures therein.

Mr. Klip stated: "We are pleased that McEwen Copper has reached this major milestone, releasing feasibility study after it secured an environmental permit for the construction and operation of the Los Azules copper project. The feasibility study confirms that Los Azules copper is economically robust project with leading ESG performance. The collaboration between McEwen Copper and IFC, and admission to the Argentina Regime of Incentives for Investment, could move the Los Azules copper project development closer to a construction decision.

"The new president of Argentina has introduced important government policies aimed at supporting business and unlocking the country's economic potential. Mining in Argentina is being recognized by the government as an integral part of its economic development plan, providing jobs and enriching local communities.

"Our company has repaid our investment loan in full, and we believe that the recent market prices of our shares do not properly reflect the underlying value of TNR's assets. Our transformation from a project generation junior mining company into a cash-flow-generating royalty company may bring the necessary catalyst for improved market valuation of our assets.

"Significant developments on the advancement of the Los Azules project towards the feasibility stage have led to increased Rio Tinto and Stellantis holdings in McEwen Copper, strategic partners of this large copper, gold and silver project. In 2023, Stellantis invested an aggregate 72 billion Argentine pesos. An additional $100-million (U.S.) in total was invested by Rio Tinto's Venture Nuton in McEwen Copper. TNR Gold's vision is aligned with the leaders of innovation among automakers like Stellantis, whose aim is to decarbonize mobility, and mining industry leaders such as Rob McEwen, whose vision is 'to build a mine for the future, based on regenerative principles that can achieve net zero carbon emissions by 2038.'

"Together with Nuton, McEwen Copper is exploring new technologies that save energy, water, time and capital, advancing Los Azules towards the goal of leading environmental performance. The involvement of Rio Tinto, with its innovative technology, may also accelerate realizing the potential of the Los Azules project.

"The green energy revolution relies on the supply of critical metals like copper. Delivering green copper to Argentina and the world will contribute to the clean energy transition and electrification of transportation and energy industries.

"The feasibility study confirms Los Azules project as a long-life, low-cost producer of high-purity copper cathodes with strong economic returns and sustainability. It highlights the potential to create a robust leach project while reducing the environmental footprint, and greater environmental and social stewardship sets the project apart from other potential mine developments.

"Los Azules was ranked in the top-10 largest undeveloped copper deposits in the world by Mining Intelligence (2022). TNR Gold does not have to contribute any capital for the development of the Los Azules project. The essence of our business model is to have industry leaders like McEwen as operators on the projects that will potentially generate royalty cash flows to contribute significant value for our shareholders."

Batidero I and II NPR royalty holding

On April 28, 2022, TNR Gold announced that Lundin Mining Corp. completed a plan of arrangement pursuant to which Lundin acquired all of the issued and outstanding shares of Josemaria Resources Inc. and Josemaria Resources became a subsidiary of Lundin. TNR holds a 7-per-cent net profit interest royalty on the Batidero I and II properties of the Josemaria copper-gold project located in San Juan, Argentina, that is owned by Josemaria Resources.

On Jan. 15, 2025, Lunding Mining announced the completion of the joint acquisition of Filo Corp. with BHP Investments Canada Inc. An excerpt from a news release issued by Lundin Mining is below. For additional details, please refer to the Lundin Mining website.

"Concurrently, Lundin Mining and BHP have formed a 50/50 joint arrangement, Vicuna Corp., holding the Filo del Sol project and the Josemaria project. On completion, BHP paid Lundin Mining a cash consideration of $690-million (U.S.) for a 50-per-cent interest in the Josemaria project.

"Vicuna will create a long-term strategic alliance between Lundin Mining and BHP to jointly develop an emerging copper district with the potential to support a globally ranked mining complex. The proximity of the FDS and Josemaria projects allows for greater economies of scale and increased optionality for staged expansions, as well as the incorporation of future exploration as the district matures."

On May 4, 2025, Lunding Mining announced that Vicuna has completed an initial mineral resource estimate for the Filo del Sol sulphide deposit, an update to the mineral resource estimate for the Filo del Sol oxide deposit and an update to the mineral resource estimate for the Josemaria deposit. An excerpt from a news release issued by Lundin Mining is below. For additional details, please refer to the Lundin Mining website.

"The Josemaria project is an advanced-stage copper project, located approximately 10 km from Filo del Sol in San Juan province, Argentina. A feasibility study for the Josemaria project with an effective date of Sept. 28, 2020, was completed in November, 2020, and an environmental social impact assessment was approved by the mining authority of San Juan, Argentina, in April, 2022. The Josemaria project features favourable topography for the placement of infrastructure for the district, with expansion potential. The Vicuna mineral resource estimate and the corresponding Vicuna technical report (defined below) supersede the 2020 Josemaria feasibility study (including declassifying the mineral reserves previously declared therein).

"A technical report in support of the Vicuna mineral resource estimate will be filed within 45 days under Lundin Mining's profile on SEDAR+. The Vicuna mineral resource estimate, effective April 15, 2025, and the corresponding Vicuna technical report supersede the 2020 Josemaria feasibility study (including declassifying the mineral reserves previously declared in the 2020 Josemaria feasibility study) and the Filo del Sol updated prefeasibility study dated March 17, 2023, with an effective date of Feb. 28, 2023."

On June 16, 2025, Lundin Mining announced that, further to its news release dated May 4, 2025, regarding the initial mineral resource estimate for the Filo del Sol sulphide deposit, an update to the mineral resource estimate for the Filo del Sol oxide deposit and an update to the mineral resource estimate for the Josemaria deposit, it filed a technical report entitled "NI 43-101 Technical Report on the Vicuna Project, Argentina and Chile," with an effective date of April 15, 2025. Lunding Mining stated that there are no material differences in the mineral resource estimates reported in the technical report and those contained in the May 4, 2025, news release.

For additional details, please refer to the Lundin Mining website.

TNR's 7-per-cent NPR on the Batidero I and II properties of the Josemaria project held by Lundin Mining and BHP represents future growth potential for the company's royalty portfolio.

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 will potentially generate royalty cash flows to contribute significant value for shareholders.

Over the past 29 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.

TNR holds a 1.5-per-cent NSR royalty on the Mariana lithium project in Argentina, whose 0.15 per cent is held on behalf of a shareholder of the company. Ganfeng Lithium's subsidiary, Litio Minera Argentina, 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 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. Ganfeng officially inaugurated Mariana Lithium's start of production at a 20,000-ton-per-year lithium chloride plant on Feb. 12, 2025.

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 of the company. Los Azules copper project is being developed by McEwen.

TNR also holds a 7-per-cent NPR on the Batidero I and II properties of the Josemaria project that is being developed by the joint venture between Lundin Mining and BHP.

TNR 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 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.