TNR Gold : Financial Statements YE 2023

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

1120 - 789 West Pender Street

Vancouver, B.C. V6C 1H2

INDEPENDENT AUDITORS' REPORT

To the Shareholders and Directors of TNR GOLD CORP.

Opinion

We have audited the consolidated financial statements of TNR Gold Corp. and its subsidiaries (the "Company") which comprise:

• the consolidated statements of financial position as at December 31, 2023 and 2022;
• the consolidated statements of comprehensive income (loss) for the years ended December 31, 2023 and 2022;
• the consolidated statements of cash flows for the years ended December 31, 2023 and 2022;
• the consolidated statements of changes in equity (deficiency) for the years ended December 31, 2023 and 2022; and
• the notes to the consolidated financial statements, including material accounting policy information and other explanatory information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2023 and 2022, and its financial performance and its cash flows for the years ended December 31, 2023 and 2022 in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the consolidated financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.

Emphasis of Matter - Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the accompanying consolidated financial statements, which describes matters and conditions that indicate the existence of material uncertainties that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our auditors' report.

Other Information

Management is responsible for the other information. The other information comprises the Company's Management Discussion and Analysis to be filed with the relevant Canadian securities commissions.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are, therefore, the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditors' report is Waseem Javed.

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, British Columbia

April 24, 2024

TNR GOLD CORP.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Expressed in Canadian Dollars)

AS AT

	December 31, 2023	December 31, 2022
ASSETS
Current assets
Cash	$	581,689	$	233,439
Receivables		5,168		2,184
Prepaids (Note 8)		21,283		36,776
Marketable securities (Note 3)		217		1,612
		608,357		274,011
Long term prepaids		28,125		-
Fixed assets (Note 4)		5,712		-
		33,837		-
Total assets	$	642,194	$	274,011
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities (Note 8)	$	35,302	$	211,866
Loan payable (Note 6)		-		7,167,541
		35,302		7,379,407
Equity (deficiency)
Share capital (Note 7)		36,654,975		36,864,170
Treasury shares (Note 7)		(77,930)		-
Reserves (Note 7)		6,216,469		6,108,963
Deficit		(42,186,622)		(50,078,529)
		606,892		(7,105,396)
Total liabilities and equity (deficiency)	$	642,194	$	274,011
Nature and continuance of operations (Note 1)
Commitments (Note 8)
Subsequent events (Note 12)

On behalf of the Board on April 24, 2024

"Kirill Klip"

Director

"John Davies"

Director

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

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TNR GOLD CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Expressed in Canadian Dollars)

		Years ended December 31,
		2023		2022
OPERATING EXPENSES
Administration fees (Note 8)	$	24,273	$	23,487
Amortization		2,166		-
Consulting fees (Note 8)		227,000		106,000
Directors' fees (Note 8)		544,000		137,600
Foreign exchange loss (gain)		(2,274)		(1,764)
Interest, accretion and bank charges (Note 6)		481,931		1,215,421
Management fees (Note 8)		164,000		120,000
Office and miscellaneous		53,237		51,292
Professional fees		260,099		168,358
Property expenditures		13,323		99,222
Shareholder communications		81,011		22,314
Share-based payments (Note 7, 8)		107,506		153,014
Transfer agent and filing fees		20,979		13,451
Total operating expenses		(1,977,251)		(2,108,395)
Other income and expense
Gain on disposition of NSR (Note 5)		9,857,540		915,670
Gain on extinguishment of debt (Note 6)		-		893,413
Gain on write-off of liabilities		12,533		-
Interest income		480		-
Unrealized loss on marketable securities (Note 3)		(1,395)		(4,366)
Total other income		9,869,158		1,804,717
Net and comprehensive income (loss) for the year	$	7,891,907	$	(303,678)
Income (loss) per common share
Basic	$	0.04	$	(0.00)
Diluted	$	0.04	$	(0.00)
Weighted average number of common shares outstanding
Basic		190,090,333		190,089,410
Diluted		219,504,113		190,089,410

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

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TNR GOLD CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in Canadian Dollars)

		Years ended December 31,
		2023		2022
CASH FLOWS USED IN OPERATING ACTIVITIES
Net income (loss) for the year	$	7,891,907	$	(303,678)
Items not affecting cash:
Depreciation		2,166		-
Interest and accretion expense		471,922		1,208,125
Share-based payments		107,506		153,014
Gain on extinguishment of debt		-		(893,413)
Gain on disposition		(9,857,540)		(915,670)
Gain on write-off of liabilities		(12,533)		-
Unrealized loss on marketable securities		1,395		4,366
Changes in non-cash working capital items:
Receivables		(2,984)		1,109
Prepaids		15,493		(22,617)
Accounts payable and accrued liabilities		(164,031)		(103,765)
Net cash used in operating activities		(1,546,699)		(872,529)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposition of NSR		9,857,540		915,670
Acquisition of fixed asset		(7,878)		-
Net cash provided by investing activities		9,849,662		915,670
CASH FLOWS FROM FINANCING ACTIVITIES
Loan repayment		(6,943,237)		-
Interest repayment on loan		(696,226)		-
Long term prepayments		(28,125)		-
Shares issued for cash		-		203,500
Shares repurchased for cancellation		(287,125)		-
Share issuance costs		-		(14,293)
Net cash (used in) provided by financing activities		(7,954,713)		189,207
Net change in cash		348,250		232,348
Cash, beginning of the year		233,439		1,091
Cash, end of the year	$	581,689	$	233,439

There were no significant non-cash transactions during the year ended December 31, 2023 and 2022.

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

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TNR GOLD CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIENCY) (Expressed in Canadian Dollars)

	Share capital
	Number		Amount	Treasury shares		Reserves		Deficit		Total
Balance, December 31, 2021	186,902,780	$	36,693,213	-	$	5,937,699	$	(49,774,851)	$	(7,143,939)
Shares issued for cash	4,070,000		185,250	-		18,250		-		203,500
Share issuance costs	-		(14,293)	-		-		-		(14,293)
Share-based payments	-		-	-		153,014		-		153,014
Comprehensive income for the year	-		-	-		-		(303,678)		(303,678)
Balance, December 31, 2022	190,972,780	$	36,864,170	-	$	6,108,963	$	(50,078,529)	$	(7,105,396)
Shares repurchased and cancelled	(3,592,000)		(209,195)	-		-		-		(209,195)
Shares repurchased for cancellation	-		-	(77,930)		-		-		(77,930)
Share-based payments	-		-	-		107,506		-		107,506
Comprehensive income for the year	-		-	-		-		7,891,907		7,891,907
Balance, December 31, 2023	187,380,780	$	36,654,975	(77,930)	$	6,216,469	$	(42,186,622)	$	606,892

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

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TNR GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars)

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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 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 surplus of $601,180 (December 31, 2022: deficiency of $7,105,396) and an accumulated deficit of $42,186,622 at December 31, 2023 (December 31, 2022: $50,078,529).
   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 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 Statement of Compliance

These consolidated financial statements, including comparatives, have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").

Basis of Presentation

The 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 consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

The 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:

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TNR GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars)

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued) Basis of consolidation (continued)

	Country of	Principal	Effective
	Incorporation	Activity
			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 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 7. 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.

Foreign exchange

The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional currency of the Company and each of its subsidiaries is the Canadian dollar. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates.

Transactions in currencies other than the Canadian dollar are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, monetary assets and liabilities of the Company that are denominated in foreign currencies are translated at the period end exchange rate while non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in profit or loss.

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