TNR Gold Corp. — AGM Information 2021

Aug 12, 2021

TNR GOLD CORP.

Suite 3500, 1055 Dunsmuir Street, Vancouver, BC, V7X 1H7 Telephone: +1 (604) 229-8129

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the 2021 annual general and special meeting (the “ Meeting ”) of shareholders of TNR Gold Corp. (the “ Company ”) will be held at Suite 400, 725 Granville Street, Vancouver, British Columbia, on Friday, August 27, 2021 , at the hour of 11:00 a.m. (Pacific time) for the following purposes:

1. to set the number of directors of the Company for the ensuing year at three (3);

2. to ratify the setting of the number of directors of the Company for the prior year at four (4);

3. to elect the directors of the Company, to serve until the next annual general meeting of the shareholders or until their successors are elected or appointed;

4. to ratify the election of the directors of the Company for the prior year;

5. to appoint Manning Elliott LLP as the auditor of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditor;

6. to ratify the appointment of Manning Elliott LLP as the auditor of the Company for the year ended December 31, 2019 and to authorize the directors of the Company to fix the remuneration to be paid to the auditor for the year ended December 31, 2019;

7. to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to ratify, confirm and approve renewal of the Company’s 10% rolling stock option plan, as described in the Information Circular accompanying this Notice of Meeting;

8. to ratify, with or without variation, an ordinary resolution to ratify, confirm and approve renewal of the Company’s 10% rolling stock option plan for the prior year ended, as described in the Information Circular accompanying this Notice of Meeting;

9. to consider, and if thought fit, to pass an ordinary resolution to ratify the holding of the annual general meeting for 2019 on August 2, 2021;

10. to receive the audited consolidated financial statements of the Company for the financial years ended December 31, 2019 and December 31, 2020, and accompanying reports of the auditor; and

11. to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Meeting.

The board of directors of the Company has fixed July 21, 2021 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof.

Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

If you are a registered shareholder of the Company who wishes to vote but are unable to attend the Meeting in person, you must complete, date and sign the accompanying form of proxy and deposit it with the Company’s transfer agent, Computershare Investor Services Inc., 8[th] Floor, 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1, at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.

If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (the “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

Accompanying this Notice are an Information Circular, a Form of Proxy containing voting instructions, and a Voluntary Mailing List Return Card.

DATED at Vancouver, British Columbia, this 21[st] day of July, 2021.

By Order of the Board of Directors of

TNR GOLD CORP.

“Kirill Klip”

Kirill Klip Executive Chairman

PLEASE VOTE. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY FORM AND PROMPTLY RETURN IT ACCORDING TO THE INSTRUCTIONS PROVIDED.