TNR Gold Corp. — Proxy Solicitation & Information Statement 2025

May 28, 2025

TNR GOLD CORP.
789 West Pender Street, Suite 1120
Vancouver, British Columbia, Canada, V6C 1H2
Telephone: +1 (604) 229-8129

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of TNR Gold Corp.:

NOTICE IS HEREBY GIVEN that the 2024 annual general and special meeting (the "Meeting") of shareholders of TNR Gold Corp. (the "Company") will be held at Suite 2501, 550 Burrard Street, Vancouver, British Columbia, on Tuesday, June 24, 2025, 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 four (4);
2. 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;
3. 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;
4. 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;
5. to receive the audited consolidated financial statements of the Company for the financial years ended December 31, 2023 and December 31, 2022, and accompanying reports of the auditor; and
6. 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 May 20, 2025 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., 8th 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 by following 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 20th day of May, 2025.

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.