Tinka Closes Oversubscribed C$14.2 Million Private Placement; Appoints Brandon Macdonald as Executive Chairman

Tinka Resources Limited (TSXV: TK,OTC:TKRFF) (OTCQB: TKRFF) ("Tinka" or the "Company") announces the closing of its previously announced non-brokered private placement financing (the "Offering") of units (the "Units"). Pursuant to the closing of the Offering, the Company issued 51,918,181 Units at a price of C$0.275 per Unit for gross proceeds of C$14,277,500. Each Unit comprises one common share (a "Share") and one-half of one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional Share of the Company at an exercise price of C$0.40 for a period of thirty-six (36) months from the closing of the Offering. The Company is also pleased to announce that in connection with the Offering, Mr. Brandon Macdonald has been appointed as Executive Chairman of the Company.

The Company plans to use the net proceeds from the Offering to fund an initial drill program at the Silvia gold-copper project, resource expansion at Ayawilca including targeting of high-grade zinc mineralization, and for corporate and general working capital purposes. The Company paid aggregate finders' fees of C$118,933.50 to arm's length third parties on a portion of the Offering, including C$14,850 to Taylor Collison Limited, a non-Canadian registrant.

Mr. Brandon Macdonald, Executive Chairman, stated: "With the financing closed, a new chapter begins for a reinvigorated Tinka. I am excited for not just expanding and advancing the world-class Ayawilca zinc-silver-tin project, but also the imminent start of the first ever drill program at the highly compelling Silvia gold-copper project. Big things are coming for Tinka, and I'm proud to be part of the team making it happen."

Certain directors and officers of the Company participated in the Offering and purchased an aggregate of 2,520,909 Units. Participation of the directors and directors in the Offering constituted a "related party transaction" as defined under Multilateral Instrument 61‐101 Protection of Minority Security Holders in Special Transactions ("MI 61‐101"), but was exempt from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to the insiders nor the consideration paid by the insiders exceeded 25% of the Company's market capitalization. The Company obtained approval by the board of directors of the Company to the Offering, with each interested director declaring and abstaining from voting on the resolutions approving the Offering with respect to their participation in the Offering. None of the Company's directors expressed any contrary views or disagreements with respect to the foregoing. The Company did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of the insiders of the Company had not been confirmed at that time. In connection with the Offering, certain parties elected not to exercise their pro rata participation rights.

All securities issued in connection with the Offering are subject to a statutory four-month hold period, expiring on February 4, 2026. The Offering is subject to final approval of the TSX Venture Exchange.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

About Tinka Resources Limited
Tinka is an exploration and development company with its flagship property being the 100%-owned Ayawilca zinc-silver-tin project in central Peru, and is also exploring the nearby Silvia gold-copper project. Mineral Resources at Ayawilca include the Zinc Zone which has an estimated Indicated Mineral Resource of 28.3 Mt grading 5.8% zinc, 16.4 g/t silver, 0.2% lead and 91 g/t indium, and an Inferred Mineral Resource of 31.2 Mt grading 4.2% zinc, 14.5 g/t silver, 0.2% lead and 45 g/t indium. The Tin Zone at Ayawilca has an estimated Indicated Mineral Resource of 1.4 million tonnes grading 0.72% tin and an Inferred Mineral Resource of 12.7 Mt grading 0.76% tin. The Company filed a NI 43-101 technical report on an updated PEA for the Ayawilca Project on April 15, 2024 (link to NI 43-101 report here). Dr. Graham Carman, Tinka's President and CEO, has reviewed, verified and approved the technical contents of this release. Dr. Carman is a Fellow of the Australasian Institute of Mining and Metallurgy, and is a Qualified Person as defined by National Instrument 43-101.

Forward-Looking Statements: Certain information in this news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws (collectively "forward-looking statements"). All statements, other than statements of historical fact are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the use of proceeds for the Offering and the closing of the Offering. Forward-looking statements are based on the beliefs and expectations of Tinka as well as assumptions made by and information currently available to Tinka's management. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations: the intended use of the proceeds from the Offering; timing of planned work programs and results varying from expectations; delay in obtaining results; changes in equity markets; uncertainties relating to the availability and costs of financing needed in the future; equipment failure, unexpected geological conditions; imprecision in resource estimates or metal recoveries; success of future development initiatives; competition and operating performance; environmental and safety risks; timing of geological reports; the preliminary nature of the Ayawilca Project PEA and the Company's ability to realize the results of the Ayawilca Project PEA; the political environment in which the Company operates continuing to support the development and operation of mining projects; risks related to negative publicity with respect to the Company or the mining industry in general; delays in obtaining or failure to obtain necessary permits and approvals from local authorities; community agreements and relations; and, other development and operating risks. Should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein. Although Tinka believes that assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. Except as may be required by applicable securities laws, Tinka disclaims any intent or obligation to update any forward-looking statement.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

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