WHY SHAREHOLDERS SHOULD VOTE BLUE
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The current Board and Management team have spent more than 20 years patiently building and advancing TNR’s portfolio of royalty and mineral interests, including the Company’s interests in the Mariana Lithium Project, Los Azules Copper Project, Batidero I and II Properties (of the Josemaria Project) and Shotgun Gold Project. The value embedded in these assets reflects the strategy developed and executed by the current Board and Management team.
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The current Board’s strategic decisions have delivered significant value for shareholders over both the short and long term. TSR over a 5-, 3- and 1- year periods are 775%, 438% and 312%, respectively. This performance reflects years of disciplined execution, strategic decision-making and value creation by the incumbent Board and Management team.
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While the Dissident has suggested that its investment in the Company contributed to TNR’s share price performance, shareholders should recognize that the Company’s strategy, asset portfolio, strategic partnerships and key value-creation initiatives were established and advanced by the current Board and Management team well before the Dissident became a significant shareholder.
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Additionally, this performance was achieved despite volatility and uncertainty in domestic and international macroeconomic environments and reflects the Board’s commitment to deliver “Solid Value in Uncertain Times”.
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The Company’s nominees possess direct knowledge of TNR’s assets, strategic initiatives, industry relationships and business model. Successfully advancing a portfolio of royalty and mineral interests requires continuity, experience, sound judgment and a thorough understanding of the Company’s assets and long-term objectives.
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Importantly, the current Board has already demonstrated its ability to execute this strategy through the advancement of key projects and strategic initiatives. The Board believes its nominees are best positioned to continue building on this progress and maximizing long-term shareholder value.
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The Dissident is seeking to replace all four directors of TNR. However, the Board believes the Dissident has not presented shareholders with a detailed strategic plan, capital allocation framework, management transition plan or governance roadmap demonstrating why wholesale Board replacement would create greater value than the strategy currently being pursued by the Company.
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The Board believes shareholders should carefully consider whether replacing the entire Board is justified when the Company is performing well, advancing its key assets and pursuing a strategy that has generated significant value for shareholders.
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TNR is entering an important phase of its development. Key assets within the Company’s portfolio continue to advance through important operational and development milestones, positioning TNR to benefit from future value realization opportunities. As the Company enters this next phase of growth, TNR Gold will continue to improve independence and diversity among the Board.
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The Board believes continuity of leadership, institutional knowledge and strategic direction will best position the Company to capitalize on these opportunities and continue advancing shareholder value.
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Along with the existing Audit and Special Committees, the newly established Compensation, Corporate Governance and Nominating Committee will strengthen governance practices to ensure that independent oversight over these key functions continues to be vital to TNR’s current success.
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Resolutions
Directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until that person sooner ceases to be a director. The shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company at four (4) for the next year, subject to any increases permitted by the Company’s Articles.
Management recommends shareholders vote FOR the approval of setting the number of directors of the Company at four (4) for the ensuing year, subject to such increases as may be permitted by the Company’s Articles. Unless such authority is withheld, the Management Appointees intend to vote the Shares represented by proxy FOR setting the number of directors of the Company at four (4) for the ensuing year, subject to such increases as may be permitted by the Company’s Articles.
Management proposes to nominate John Davies, Kirill Klip, Konstantin Klip and Leopold Sutton (the “Management Nominees”) for election as directors. If, before the Meeting, any vacancies occur in the slate of nominees listed above, the person named in the proxy will exercise his or her discretionary authority to vote the Shares represented by the proxy on the election of any other person or persons as directors. Management does not expect that any of the Management Nominees will be unable to serve as a director. Each director elected at the Meeting will hold office until the close of the Company’s next annual meeting of shareholders or until their successor is elected or appointed, unless their office is earlier vacated, in accordance with the Articles of the Company and with the provisions of the Business Corporations Act (British Columbia).
Management recommends shareholders vote FOR the election of the Management Nominees. Unless such authority is withheld, the Management Appointees intend to vote the Shares represented by proxy FOR the election of the Management Nominees on any poll or ballot that may be called for.
At the Meeting, shareholders will be asked to approve the reappointment of Manning Elliott LLP as the independent auditor of the Company, to hold office until the next annual meeting of shareholders, with remuneration to be approved by the Board. Management is recommending that shareholders vote to reappoint Manning Elliott LLP as auditor for the Company and to authorize the directors to fix the remuneration of the auditor.
Unless otherwise instructed, the proxies solicited by management will be voted FOR the reappointment of Manning Elliott LLP as the auditor of the Company, to hold office for the ensuing year at a remuneration to be fixed by the directors.
At the Meeting, Management intends to seek shareholder approval for renewal of the Option Plan in accordance with and subject to the rules and policies of the Exchange. The intention of management in proposing the Option Plan is to increase the proprietary interest of employees, directors and consultants in the Company and thereby aid the Company in attracting, retaining and encouraging the continued involvement of such persons with the Company. It is proposed that under the Option Plan, the total number of Common Shares that may be reserved for issuance will be 10% of the issued and outstanding Common Shares of the Company at the time of grant, less any Common Shares reserved for issuance pursuant to the grant of stock options under any other share compensation arrangements. The Option Plan complies with the current policies of the Exchange. The renewal of the Option Plan is subject to approval by the Exchange.
The directors have reviewed and considered all facts respecting the approval of the Option Plan and unanimously recommend that the shareholders vote in favour of ratifying and approving the renewal of the Option Plan.
An ordinary resolution requires the approval of a simple majority (50% + one vote) of the votes cast at the Meeting, in person or by proxy. It is the intention of the Management Appointees named in the accompanying form of proxy, if not expressly directed to the contrary in such form of proxy, to vote such proxies FOR the ordinary resolution authorizing the renewal of the Option Plan.
Meeting Logistics
Meeting Date
September 22, 2026
10:00 A.M. (Pacific Time)
Record Date
August 13, 2026
Transfer Agent
Computershare
Exchange
TSXV - TNR
CUSIP
872 62G 104
ISIN
CA87262G1046