Financial Statements Q2 2025

Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements.

The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company's management.

The Company's independent auditor has not performed a review of these financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian Dollars) AS AT

"Kirill Klip" Director "John Davies" Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited - Expressed in Canadian Dollars)

Three months ended June 30, Six months ended June 30,

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

There were no significant non-cash transactions during the period ended June 30, 2025 and 2024.

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited - Expressed in Canadian Dollars)

Share capital

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

6

1. NATURE AND CONTINUANCE OF OPERATIONS

   TNR Gold Corp. (the "Company") was incorporated on January 14, 1988 under the laws of the Province of British Columbia. The Company's head office address is Suite 1120 - 789 Pender Street, Vancouver, British Columbia, Canada, V6C 1H2. The registered and records office address is Suite 2501 - 550 Burrard Street, Vancouver B.C. V6C 2B5. The Company is listed on the TSX Venture Exchange and trades under the stock symbol "TNR".

   The Company is in the business of acquiring and owning royalties which will pay out in future but only if the related properties go into production. These royalties are currently receivable from companies with copper, gold, silver and lithium operations in Argentina. The Company is also in the business of acquiring and exploring its mineral properties located in the United States.

   These condensed interim consolidated financial statements of the Company have been prepared using accounting policies applicable to a going concern, which contemplate the realization of assets and settlement of liabilities in the normal course of business as they fall due for the foreseeable future. The Company has not generated revenue from operations and has a working capital of $318,376 (December 31, 2024: $80,869) and an accumulated deficit of

   $43,658,293 at June 30, 2025 (December 31, 2024: $43,201,951).

   The Company will continue to pursue opportunities to raise additional capital through equity markets and/or debt to fund its exploration and operating activities; however, there is no assurance of the success or sufficiency of these initiatives. The Company's ability to continue as a going concern is dependent upon it securing the necessary working capital and exploration requirements and eventually to generate positive cash flows either from operations or additional financing. These circumstances indicate the existence of a material uncertainty which may cast significant doubt as to the ability of the Company to meet its obligations as they fall due and, accordingly, the ultimate appropriateness of the use of accounting principles applicable to a going concern. These condensed interim consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary if the going concern assumption were inappropriate, and these adjustments could be material.

2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES

These condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards ("IFRS") and International Accounting Standards ("IAS") 34 "Interim Financial Reporting" as issued by the International Accounting Standards Board ("IASB").

This condensed interim financial report does not include all of the information required of a full annual financial report and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. It is therefore recommended that this financial report be read in conjunction with the annual audited consolidated financial statements of the Company for the year ended December 31, 2024. The accounting policies applied in preparation of these condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company's audited consolidated financial statements for the year ended December 31, 2024.

The condensed interim consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments classified as financial instruments at fair value through profit or loss, which are stated at fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

1. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (Continued)

   The condensed interim consolidated financial statements of the Company are presented in Canadian dollars, which is the functional currency of the parent company and its subsidiaries.

   Basis of consolidation

   These consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company transactions and accounts have been eliminated upon consolidation. The Company's subsidiaries are as follows:

   	Country of Incorporation	Principal Activity	Effective Interest
   0828073 BC Ltd.	Canada	Holding company	90%
   Ameri Gold Corp.	Canada	Holding company	100%
   Bristol Exploration Co. Inc. ("Bristol")	USA	Holding company	90%
   Compania Minera Solitario de Argentina S.A.	Argentina	Mining company	100%
   ("Solitario")
   TNR Gold Investment Corp.	British Virgin Islands	Holding company	100%
   TNR Gold Holdings Corp.	British Virgin Islands	Holding company	100%

   Significant accounting judgments and estimates

   The preparation of the condensed interim consolidated financial statements requires management to make judgments, estimates and assumptions based on currently available information that affect the reported amounts of assets, liabilities and contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Estimates and judgments are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual results could differ from those estimated. By their very nature, these estimates are subject to measurement uncertainty and the effect of any changes in estimates on the financial statements of future periods could be material.

   The estimates relate to the calculation of share-based payments, valuation of marketable securities, valuation of deferred income tax amounts, and applicable discount rates used. Share-based payments, as measured with respect to stock options granted, are estimated by reference to the Black-Scholes option pricing model; a detailed discussion of management's estimates with respect to the pricing model is found in Note 6. The value of marketable securities is based on the closing share price on the date of the consolidated statement of financial position and may be influenced by trading volume activities. The value of deferred tax assets is evaluated based on the probability of realization; the Company has assessed that it is improbable that such assets will be realized and has accordingly not recognized a value for deferred tax assets. Management also uses estimates to determine an appropriate discount rate used to calculate the present value of future cash flows associated with long-term liabilities.

   The most significant judgments relate to the determination of functional currency of the Company and its subsidiaries, the determination of whether an amendment to the terms of an existing loan is a substantial modification, and the use of the going concern assumption.

2. MARKETABLE SECURITIES Number of Common Shares Held Fair Value

   June 30, 2025	December 31, 2024	June 30, 2025	December 31, 2024
   Major Precious Metals Corp.	39,000	39,000	$ - $ -
   International Lithium Corp. ("ILC")	5,290	5,290	53 106
   Total	$		53 $	106

   The adjustment to fair value resulted in an unrealized loss of $26 and $53 for the three and six months ended June 30, 2025 (2024 - $27 and $106).

3. FIXED ASSETS

   Computer hardware

   Cost $

   Balance, December 31, 2023 -

   Additions 7,878

   Balance, December 31, 2024 and June 30, 2025 7,878

   Accumulated amortization

   Balance, December 31, 2023 2,166

   Additions 4,333

   Balance, December 31, 2024 6,499

   Additions 586

   Balance, June 30, 2025 7,085

   Carrying value

   As at December 31, 2024 1,379

   As at June 30, 2025 793

4. EXPLORATION AND EVALUATION ASSETS Title to Mineral Property Interests

   Title to mineral property interests involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral claims. The Company 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 third parties challenging in the future the ownership of such mining claims. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its interests are in good standing. However, this should not be construed as a guarantee of title. The concessions may be subject to prior claims, agreements or transfers and rights of ownership may be affected by undetected defects.

   Shotgun Gold Project (Alaska)

   The Company, through its 90% controlled subsidiary Bristol Exploration Co. Inc., owns 100% of certain unpatented mineral claims located in the Kuskokwim and Bristol Bay district, Alaska. NovaGold Resources Alaska Inc. retains a 2% net smelter returns royalty ("NSR Royalty") which can be purchased by the Company for US$5,000,000 any time prior to a production decision being made. A portion of the claims is subject to a 5% net proceeds royalty.

   Los Azules Copper Project (Argentina)

   The Company has an NSR Royalty on the Los Azules Copper Project of 0.4% of which it holds 0.04% on behalf of a shareholder. The porphyry copper project is owned and operated by McEwen Mining Inc.

   Mariana Lithium Project (Argentina)

   TNR retains a 1.5% NSR Royalty on the Mariana Lithium Project in Argentina, of which it holds a 0.15% NSR on behalf of a shareholder. The project is currently being advanced by Ganfeng Lithium International Co. Ltd. ("Ganfeng"). Ganfeng's subsidiary, Litio Minera Argentina, has a right to repurchase 1.0% of the NSR Royalty on the Mariana Project, of which 0.9% relates to the Company's NSR Royalty interest. The Company would receive $900,000 on the completion of the repurchase.

   Batidero I and II Properties, Josemaria Copper Project (Argentina)

   TNR holds a 7% net profits royalty ("NPR") holding on the Batidero I and II properties of the Josemaria Project, which is being developed by Lundin Mining Inc.

5. SHARE CAPITAL

Unlimited common shares without par value.

Unlimited class "A" non-voting convertible redeemable shares without par value.

1. SHARE CAPITAL (Continued) Issued

   During the period ended June 30, 2025

   • The Company issued 12,900,000 shares following the exercise of warrants for gross proceeds of $720,000.

   • The Company issued 2,700,000 shares following the exercise of stock options for gross proceeds of $135,001.

During the year ended December 31, 2024:

On August 16, 2024, and August 21, 2024, the Company completed tranches of a non-brokered private placement comprised of 5,150,000 units (each a "Unit") at a price of $0.06 per Unit to raise gross proceeds of $309,000. Each Unit consists of one common share of the Company and one half of a non-transferable common share purchase warrant. Each whole warrant is exercisable into one common share in the capital of the Company at an exercise price of $0.08 per share for two years from the date of issue. Of the $309,000 proceeds from the private placement, a value of $257,500 was allocated to the common shares and $51,500 to the warrants as per residual method.

During the year ended December 31, 2024, the Company cancelled 2,474,000 common shares re-purchased for

$137,220. Of the cancelled shares, 1,400,000 common shares were repurchased for $77,930 and held for cancellation at December 31, 2023.

At June 30, 2025, warrants were outstanding enabling holders to acquire common shares as follows:

Number of Warrants

Exercise

Price Expiry Date

75,000 $ 0.080 August 21, 2026

The weighted average outstanding life of warrants outstanding on June 30, 2025, is 1.14 years.

The Company has a stock option plan under which it is authorized to grant options to directors, employees and consultants, to acquire up to 10% of the issued and outstanding common stock. The exercise price of each stock option is based on the market price of the Company's stock on the closing trading price preceding the date of grant. The stock options can be granted for a maximum term of 10 years and vest as determined by the Board of Directors.

Stock option transactions are summarized as follows:

As at June 30, 2025, the following stock options are outstanding:

16,290,000

The weighted average outstanding life of stock options outstanding on June 30, 2025 is 2.12 years.

1. SHARE CAPITAL (Continued) Share-based payments

   No share-based payment expense was recognized in profit or loss for the three and six months ended June 30, 2025 (2024 - $Nil and $Nil), relating to vesting of stock options granted in the current period.

   Options granted during the year ended December 31, 2024

   On November 08, 2024, the Company granted 2,400,000 stock options to directors, officers and consultants of the Company pursuant to the terms of the Company's Stock Option Plan. The stock options fully vested on the date of grant and are exercisable at $0.05 per share until five years from the date of grant. The fair value of options calculated using the Black-Scholes option pricing model was $79,237 ($0.033 per option). The fair value of the options is estimated using the Black-Scholes option pricing model assuming a life expectancy of five years, a risk-free rate of 2.99%, a forfeiture rate of 0%, and volatility of 80.76%.

2. RELATED PARTY TRANSACTIONS AND BALANCES

Key management personnel consist of directors, officers and companies controlled by them.

During the three and six months ended June 30, 2025 and 2024, the Company entered into transactions with key management personnel as follows:

Three months ended June 30, Six months ended June 30,

Accounts payable and accrued liabilities include amounts due to directors, officers, former directors and officers, and a company related by common directors and officer of the Company at June 30, 2025 is $Nil (December 31, 2024 -

$68,317). This amount is unsecured, non-interest bearing and due on demand.

Included in prepaid expenses at June 30, 2025, is $25,823 (December 31, 2024 - $18,067) to a director of the Company for expenses and fees.

Commitments - Bonus

In the event the Company completes the sale of its subsidiary, Solitario, or its NSR Royalty on the Los Azules Project, a bonus of up to USD$200,000 is payable to a director of Solitario. The bonus is calculated as 0.5% of net proceeds received by the Company in the aforementioned transaction.

1. RELATED PARTY TRANSACTIONS AND BALANCES (continued)

   Commitments - Consulting agreements

   The Company has entered into consulting agreements with two officers of the Company for the provision of consulting services and directorship services at a current cost of $240,000 and $120,000 per annum respectively. If the agreement is terminated without cause, the Company is required to pay a lump sum equal to the greater of (a) the equivalent of one month of fees for each year the consultant has acted on behalf of the Company and (b) the equivalent of 12 months of fees. Should the Company be subject to a change in control and the consultant terminated without cause, the Company must pay an amount equal to five times the prior 12 months of gross pay.

2. CAPITAL MANAGEMENT

   The Company's objective when managing capital is to maintain adequate levels of funding to support the development of its businesses and maintain the necessary corporate and administrative functions to facilitate these activities. This is done primarily through equity financing, selling assets, and incurring debt. Future financings are dependent on market conditions and there can be no assurance the Company will be able to raise funds in the future. There were no changes to the Company's approach to capital management during the year. The Company is not subject to externally imposed capital requirements other than as disclosed in Note 5. The Company does not have adequate sources of capital to complete its exploration plan, current obligations and ultimately the development of its business over the long term and will need to raise adequate capital by obtaining equity financing, selling assets and/or incurring debt. The Company may raise additional debt or equity financing in the near future to meet its current obligations.

3. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS Financial instruments

   The Company's financial instruments consist of cash, marketable securities and accounts payable. Financial instruments are classified into one of the following categories: FVTPL, FVTOCI, or amortized cost. The carrying values of the Company's financial instruments are classified into the following categories:

   Financial Instrument	Category	June 30, 2025	December 31, 2024
   Cash	FVTPL	$ 262,095	$ 12,201
   Marketable securities	FVTPL	$ 53	$ 106
   Accounts payable	Amortized cost	$ 42,783	$ 119,003

   Financial assets and liabilities are classified in the fair value hierarchy according to the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement requires judgment and may affect placement within the fair value hierarchy levels. The hierarchy is as follows:

   • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

   • Level 2: inputs other than quotes prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

   • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The carrying value of cash, marketable securities and accounts payable approximates fair value due to the short-term nature of the financial instruments. Cash and marketable securities are classified as FVTPL and measured at fair value using level 1 inputs.

The Company is exposed to various financial instrument risks and assesses the impact and likelihood of this exposure. These risks include, credit risk, currency risk, interest rate risk and liquidity risk. Where material, these risks are reviewed and monitored by the Board of Directors.

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets consisting of cash. The Company limits its exposure to credit risk on liquid financial assets through maintaining its cash with high-credit quality financial institutions.

Currency risk

The Company's operations are in Argentina, Canada and the United States. The international nature of the Company's operations results in foreign exchange risk as transactions are denominated in foreign currency. The Company's operating expenses are incurred primarily in Canadian dollars, and its liabilities are denominated primarily in Canadian dollars, or US dollars. Consequently, the Company's exploration programs in the US are subject to currency fluctuations. The fluctuation of the Canadian dollar will, consequently, have an impact upon the reported profitability of the Company and may also affect the value of the Company's assets and liabilities.

The Canadian dollar equivalent of the Company's net exposure to the US dollar and Argentina pesos on financial instruments is as follows:

The Company has determined that an effect of a 10% increase or decrease in the US dollar and Argentina pesos against the Canadian dollar on financial assets and liabilities, as at June 30, 2025, denominated in US dollars and Argentina pesos would result in an increase or decrease of approximately $2,101 to net loss for the period ended June 30, 2025. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.

Interest rate risk

The Company's exposure to interest rate risk arises from the interest rate impact on cash. The Company's practice has been to invest cash at floating rates of interest, in order to maintain liquidity, while achieving a satisfactory return for shareholders. There is minimal risk.

The Company has not entered into any interest rate swaps or other financial arrangements that mitigate the exposure to interest rate fluctuations.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with its financial liabilities. The Company has historically relied upon equity financings, short-term debt and the optioning of its mineral properties to other mining entities to satisfy its capital requirements and will continue to depend heavily upon these financing activities. All of the Company's accounts payable and accrued liabilities have contractual maturities of 30 days or due on demand and are subject to normal trade terms.

Contractual undiscounted cash flow requirements for financial liabilities as at June 30, 2025 are as follows:

There can be no assurance the Company will be able to obtain required financing in the future on acceptable terms. The Company will need additional capital in the future to finance ongoing exploration of its properties, such capital to be derived from the exercise of outstanding stock options, the completion of other equity financings and or optioning its mineral property to other mining entities. The Company has limited financial resources, has no source of operating income and has no assurance that additional funding will be available to it for future exploration and development of its projects, although the Company has been successful in the past in financing its activities through the previously mentioned financing activities. The ability of the Company to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions, its success in bringing royalty agreements to fruition, and exploration success. In recent years, the securities markets have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. Any quoted market for the common shares may be subject to market trends generally, notwithstanding any potential success of the Company in creating revenue, cash flows or earnings. See Note 1.

The Company may benefit from royalty arrangements once certain major copper and lithium projects come to production. These projects have not yet reached development. There is a risk that planned projects could be delayed or not yield as much as expected, and if so this will affect the Company's anticipated cash flows, requiring the shortfall to be financed.

1. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS (Continued) Risk management (Continued)

   Price Risk

   The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors the commodity prices of precious metals, individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

   The Company's marketable securities amounting to $53 are subject to fair value fluctuations. As at June 30, 2025, if the fair value of the Company's marketable securities had decreased/increased by 10% with all other variables held constant, income and comprehensive income for the period would have been approximately $5 higher/lower.

2. SUBSEQUENT EVENTS

   Subsequent to the period ended June 30, 2025, the Company:

   • Issued 800,000 shares following the exercise of stock options with an exercise price of $0.05 for gross proceeds of

     $40,000.

   • Issued 2,500,000 shares following the exercise of warrants with an exercise price of $0.08 for gross proceeds of

$200,000.