Mr. Kirill Klip reports

TNR GOLD RECEIVES NON-BINDING ACQUISITION PROPOSAL FROM ALTIUS MINERALS; ENTERS INTO EXCLUSIVITY ARRANGEMENT

TNR Gold Corp. has received an unsolicited non-binding proposal from Altius Minerals Corp. regarding the potential acquisition of all common shares of the company not already owned by Altius. Altius is a significant shareholder of the company, currently holding approximately 12.7 per cent of TNR Gold's issued and outstanding common shares.

Following a review of the proposal by the special committee of independent directors of the company, TNR Gold has entered into an exclusivity arrangement with Altius in connection with the proposal. The special committee, in consultation with its advisers, continues to evaluate the proposal to determine the course of action that it believes to be in the best interests of the company and its shareholders.

No decision has been made with respect to any definitive transaction contemplated by the proposal. There can be no assurance that any transaction will result from the proposal, that any such transaction will be approved or completed, or as to the timing, structure or terms of any potential transaction. Shareholders are not required to take any action at this time. The company does not intend to comment further upon any potential transaction unless a definitive agreement is reached or unless otherwise required by law.

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 (such 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 will potentially generate royalty cash flows to contribute significant value for the company's shareholders.

Over the past 30 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 (net smelter return) royalty on the Mariana lithium project in Argentina, of which 0.15 per cent of such NSR royalty is held on behalf of a shareholder of the company. Ganfeng Lithium's subsidiary, Litio Minera Argentina (LMA), 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 Argentina provincial government of Salta for an environmental impact report. Ganfeng Lithium officially inaugurated Mariana Lithium's start of production at a 20,000-tonne-per-annum lithium chloride plant on Feb. 12, 2025.

TNR Gold also holds a 0.4-per-cent NSR royalty on the 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. The Los Azules copper project is being developed by McEwen Inc.

TNR also holds a 7-per-cent NPR (net-profit royalty) 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 Novagold Resources.

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 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.