TNR Gold Responds to Unsolicited Non-Binding Offer by Lithium Royalty Corp.

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TNR Gold Corp. rejects Lithium Royalty Corp.'s unsolicited offer to acquire shares for $0.08 per share, deeming it financially inadequate and opportunistic. TNR believes its current share price undervalues the company. Engaging with multiple parties proposing higher valuations. TNR's share price up 75% in July and 81% YTD on Sep 29, 2023. Rejects LRC's prior non-binding offer of $0.085 per share in July. TNR confident in delivering more value for shareholders.

Vancouver, British Columbia--(Newsfile Corp. - October 3, 2023) - TNR Gold Corp. (TSXV: TNR) ("TNR", "TNR Gold" or the "Company") 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 (the "Board") to acquire the issued and outstanding common shares of the Company for cash consideration of $0.08 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 $0.08 per share (the "Offer"). Given the Offer represents such a small premium to the closing price of $0.0725 on September 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 US $9 million, based on its purchase in February 2023 of the 0.5% NSR royalty involving the Mariana Lithium project in Argentina for US $9 million, the offer of CDN $15 million (approximately US $11 million) for the entire Company is considered opportunistic and inadequate.

TNR retains a 1.35% NSR on the Mariana Lithium project that is being developed by Ganfeng Lithium in Argentina; we hold a 0.36% NSR royalty on the Los Azules copper project, which is being developed by McEwen Mining in Argentina. TNR also holds a 7% 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 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% in July compared to the start of this year and increased 81% year-to-date on September 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 $0.085 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 Corp. is working to become the green energy metals royalty and gold company.

Our 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.

Our 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 cashflows that will contribute significant value for our shareholders.

Over the past twenty-seven 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 have been recognized.

TNR holds a 1.5% NSR Royalty on the Mariana Lithium Project in Argentina, of which 0.15% NSR royalty is held on behalf of a shareholder. Ganfeng Lithium's subsidiary, Litio Minera Argentina ("LMA"), has the right to repurchase 1.0% of the NSR royalty on the Mariana Project, of which 0.9% is the Company's NSR Royalty interest. The Company would receive CAN$900,000 and its shareholder would receive CAN$100,000 on the repurchase by LMA, resulting in TNR holding a 0.45% NSR royalty and its shareholder holding a 0.05% NSR royalty.

The Mariana Lithium Project is 100% owned by Ganfeng Lithium. The Mariana Lithium Project has been approved by the Argentina provincial government of Salta for an environmental impact report, and the construction of a 20,000 tons-per-annum lithium chloride plant has commenced.

TNR Gold also holds a 0.4% NSR Royalty on the Los Azules Copper Project, of which 0.04% of the 0.4% NSR royalty is held on behalf of a shareholder. The Los Azules Copper Project is being developed by McEwen Mining.

TNR also holds a 7% net profits royalty holding on the Batidero I and II properties of the Josemaria Project that is being developed by Lundin Mining. Lundin Mining is part of the Lundin Group, a portfolio of companies producing a variety of commodities in several countries worldwide.

TNR provides significant exposure to gold through its 90% 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, the Los Azules Copper Project and the Batidero I & 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.

On behalf of the Board of Directors,

Kirill Klip
Executive Chairman

www.tnrgoldcorp.com

For further information concerning this news release, please contact: Kirill Klip +1 604-229-8129.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding Forward-Looking Information

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "will", "could" and other similar words, or statements that certain events or conditions "may" or "could" occur, although not all forward-looking statements contain these identifying words. Specifically, forward-looking statements in this news release include, but are not limited to, statements made in relation to: TNR's corporate objectives, changes in share capital, market conditions for energy commodities, the results of McEwen Mining's, Ganfeng Lithium's and Lundin Mining's preliminary economic assessments, Feasibility Study, or Mineral Resource and Mineral Reserve estimations, life of mine estimates, and mine and mine closure plans and improvements in the financial performance of the Company. Such forward-looking information is based on a number of assumptions and subject to a variety of risks and uncertainties, including but not limited to those discussed in the sections entitled "Risks" and "Forward-Looking Statements" in the Company's interim and annual Management's Discussion and Analysis which are available under the Company's profile on www.sedarplus.ca. While management believes that the assumptions made and reflected in this news release are reasonable, should one or more of the risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking information. In particular, there can be no assurance that: TNR will be able to repay its loans or complete any further royalty acquisitions or sales; debt or other financings will be available to TNR; or that TNR will be able to achieve any of its corporate objectives. TNR relies on the confirmation of its ownership for mining claims from the appropriate government agencies when paying rental payments for such mining claims requested by these agencies. There could be a risk in the future of the changing internal policies of such government agencies or risk related to the third parties challenging in the future the ownership of such mining claims. Given these uncertainties, readers are cautioned that forward-looking statements included herein are not guarantees of future performance, and such forward-looking statements should not be unduly relied on.

In formulating the forward-looking statements contained herein, management has assumed that business and economic conditions affecting TNR and its royalty partners, McEwen Mining Inc., Ganfeng Lithium and Lundin Mining will continue substantially in the ordinary course, including without limitation with respect to general industry conditions, general levels of economic activity and regulations. These assumptions, although considered reasonable by management at the time of preparation, may prove to be incorrect.

Forward-looking information herein and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this cautionary statement. Except as required by law, the Company assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/182716