Tnr Gold Corp.TSXV: TNR

MD&A YE 2025

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FORM 51-102F1 MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2025 789 - 1220 West Pender Street Vancouver, B.C. V6C 1H2 TELEPHONE: +1 604.229.8129 FAX: +1 604.229.8150

The following management's discussion and analysis ("MD&A"), prepared as of April 27, 2026, should be read together with the audited consolidated financial statements for the year ended December 31, 2025 and related notes attached thereto, which are prepared in accordance with International Financial Reporting Standards. All amounts are stated in Canadian dollars unless otherwise indicated.

Additional information related to the Company is available for view on the Company's website at www.tnrgoldcorp.com and SEDAR at www.sedarplus.ca.

FORWARD LOOKING STATEMENTS

Certain information included in this discussion may constitute forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements. These statements relate to future events or the Company's future performance, business prospects or opportunities. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These forward-looking statements include statements regarding the future price of copper, lithium or gold, the timing and amount of estimated future production, costs of production, capital expenditures, the success of exploration activities, permitting time lines, currency fluctuations, the requirements of future capital, drill results and the estimation of mineral resources and reserves. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements contained into this report should not be unduly relied upon. These statements speak only as of the date of this report. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this report. Such statements are based on a number of assumptions, which may prove to be incorrect, including, but not limited to, assumptions about:

  • general business and economic conditions;

  • the supply and demand for, deliveries of, and the level and volatility of prices of copper, lithium, gold, rare earth elements and other commodity prices;

  • the results of drilling and future resource estimates;

  • the financial standing of, and the will to see projects through using optimal production methods by companies owning or operating projects of which the Company is due to receive royalties;

  • the availability of financing for the Company's development of the projects on reasonable terms;

  • the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; and

  • the ability to attract and retain skilled staff.

These forward-looking statements involve risks and uncertainties relating to, among other things, changes in commodity and, particularly, copper, lithium and gold prices, access to skilled mining development personnel, results of exploration and development activities, uninsured risks, regulatory changes, defects in title, availability of materials and equipment, timeliness of government approvals, actual performance of facilities, equipment and processes relative to specifications and expectations and unanticipated environmental impacts on operations. TNR Gold Corp. 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.

Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the risk factors hereinabove. Additional risk factors are described in more detail hereinafter.

Investors should not place undue reliance on forward-looking statements as the plans, intentions or expectations upon which they are based might not occur. The Company cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on the Company's forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. The forward-looking statements contained in this report are expressly qualified by this cautionary statement. DESCRIPTION OF BUSINESS

TNR Gold Corp. (the "Company" or "TNR") 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 West Pender Street, Vancouver, British Columbia, Canada, V6C 1H2. The registered and records office address is 550 Burrard Street, Suite 2501, Vancouver, BC, V6C 2B5 Canada. 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 if the related properties go into production. TNR's 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 Alaska, United States of America, and has not yet determined whether the properties contain reserves that are economically recoverable.

TNR Gold Corp. is working to become the green energy metals royalty and gold company. At its core, TNR has a wide scope of exposure to gold, copper, silver and lithium through its holdings in Alaska (the Shotgun gold porphyry project) and Argentina and is committed to the continued generation of in-demand projects, while diversifying its markets and building shareholder value.

The Company will continue to pursue opportunities to raise additional capital through equity markets, sale of the Company's interest in mineral projects or royalties, 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. The consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if the going concern assumption were inappropriate, and these adjustments could be material.

BUSINESS STRATEGY

The Company's strategy to maximize shareholder value, involves pursuing one or more strategic transactions, including potential further royalty acquisitions.

The Company is also working on facilitating potential strategic alliances with major mining companies and investment institutions.

TNR is considering the best value-creation strategies for the Shotgun Gold Project and has put in place the corporate structure of AmeriGold - the stand-alone company that could potentially inherit the Shotgun Gold Project joint venture operations after the contemplated potential spinout from TNR Gold.

OVERALL PERFORMANCE

To date, the Company has not yet realized profitable operations and has relied on debt and equity financings and trade credit to fund the losses. The Company recognized a comprehensive loss of $1,260,379 (2024 - $1,015,329) during the year ended December 31, 2025.

Significant events and transactions during the year ended December 31, 2025, and to the date of this MD&A include the following:

  • On April 2, 2026, the Company and Altius Resources entered into a subscription agreement (the "Subscription Agreement"), pursuant to which Altius Resources has agreed to subscribe for and take up 23,500,000 common shares in the capital of the Company (the "Offered Shares"), representing approximately 9.9% of TNR's issued and outstanding common shares ("TNR Shares") on a post-issuance basis, at an issue price per Offered Share equal to the 30-day VWAP of the Shares for the 30 trading days prior to the date of the Subscription Agreement, being CAN$0.1775 per TNR Share. The proceeds of the Strategic Investment will be used to finance potential corporate development initiatives and for general corporate and working capital requirements.

    The completion of the Private Placement ("Closing") is subject to customary conditions precedent, including approval of the TSX Venture Exchange, as well as the execution of the following agreements:

    • a right of first offer agreement, pursuant to which TNR will grant to Altius Royalty Corporation, a wholly-owned subsidiary of Altius, a right of first offer on the sale of TNR's 1.35% NSR royalty on the Mariana Lithium Project in Argentina and TNR's 0.36% NSR royalty on the Los Azules Copper Project in Argentina (the "ROFO Agreement"); and

    • a voting agreement, pursuant to which (i) TNR will grant to Altius Resources the right to participate in future private placements and certain other issuances of securities by TNR, such that Altius Resources may maintain its pro rata ownership of TNR following Closing, and (ii) Altius Resources will agree to vote its TNR Shares in favour of any directors nominated by TNR's management and other matters that are unanimously recommended by TNR's board of directors, for a period of five years from Closing (together with the ROFO Agreement, the "Ancillary Agreements").

      If entered into, the Ancillary Agreements will terminate automatically upon Altius Resources ceasing to own at least 6% of TNR's issued and outstanding shares on a non-diluted basis.

  • On February 23, 2026, the Company announced that Litio Minera Argentina S.A., a subsidiary of Ganfeng Lithium gave an update on the Mariana Lithium Project in Argentina. Litio Minera Argentina reported that it had exported lithium chloride for the first time from its processing plant in General Güemes. Litio Minera Argentina stated, "The shipment was structured in 10 containers, with 24 tons per unit, totaling 240 tons. Consolidation within the plant was a crucial detail: it protected the product from the source, reduced risks during the logistics process, and ensured that the customer receives the lithium chloride in the same condition as when it leaves the final production line."

  • On February 16, 2026, the Company granted 4,900,000 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 $0.165 per share until five years from the date of grant.

  • On January 15, 2026, the Company announced the appointment of Leopold Sutton as an independent director of the Company, and the resignation of Tobias Higgins from the board of directors.

  • On October 2, 2025, the Company advised that McEwen Mining Inc. ("McEwen") announced, as communicated by Minister of Economy Luis Caputo, the approval of participation of the Los Azules project in Argentina's Large Investment Incentive Regime ("RIGI"), a key policy instrument to promote strategic initiatives that drive the country's productive development. Key benefits of RIGI include legal, fiscal, and Streamlined customs and foreign exchange procedures

  • On October 10, 2025, the Company provided an update on the Los Azules project. McEwen Copper Inc. ("McEwen Copper"), 46.4% owned by McEwen, announced positive results from an independent feasibility study ("FS") of the Los Azules project in Argentina. The FS confirms Los Azules as a long-life, low-cost producer of high-purity copper cathodes with strong economic returns and sustainability.

  • In September 2025, the Company announced that McEwen provided on update on the Los Azules copper project. The International Finance Corporation (IFC), a member of the World Bank Group, and McEwen Copper Inc., a subsidiary of McEwen, signed a collaboration agreement to support aligning the Los Azules copper project with IFC's environmental, social, and governance (ESG) standards for potential future debt and equity financing, an important milestone in McEwen Copper's broader financing strategy for the project.

  • On September 24, 2025, the Company granted 4,900,000 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 $0.08 per share until five years from the date of grant.

  • In May 2025, the Company provided an update on the Los Azules copper project following an announcement from McEwen. As reported by McEwen, it spent $21.3 million to support activities related to a planned feasibility study. A 2024/2025 drill program of 11,000 metres included drilling, covering geotechnical, exploration, hydrological, and condemnation work. Drilling also progressed at targets of interest such as the Tango Area, located east of the future Los Azules open pit.

    See "Los Azules Project (Argentina)" for further details.

    • In February 2025, the Company reported that Ganfeng announced commencement of formal production of the Mariana Lithium salt-lake project in Argentina. Ganfeng stated in its announcement:

    "A production ceremony for the first phase of the Mariana lithium salt-lake project in Argentina owned by Litio Minera Argentina S.A. (hereinafter referred to as " LMA "), a wholly-owned subsidiary of Ganfeng Lithium Group Co., Ltd. was held at the project site on 12 February 2025, which means the formal production of the first phase of the Mariana lithium salt-lake project.

    Mariana lithium salt-lake project is located in Salta Province, Argentina, with total lithium resources of approximately 8,121,000 tons of LCE currently explored. After the formal production of the first phase of Mariana lithium salt-lake project with an annual production capacity of 20,000 tons of lithium chloride production line, the Company will actively accelerate the ramp-up of the production capacity of the project. With the gradual release of production capacity, the supply and cost structure of the lithium resources of the Company will be further optimized, the Company's profitability will be enhanced, and the Company's core competitiveness in the global market will be continuously improved.

    The Company will perform the corresponding procedures and obligation of information disclosure according to the subsequent progress of the relevant matters. Investors are advised to invest rationally and pay attention to the investment risks."

    See "Mariana Lithium Project (Argentina)" for further details.

  • The Company issued 12,975,000 shares following the exercise of warrants for gross proceeds of $726,000. The Company issued 11,450,000 shares following the exercise of stock options for gross proceeds of $572,500.