- TNR believes the dissident has not made a compelling case to replace a Board that has delivered value creation and progress.
- The Board believes the dissident slate raises questions regarding experience, independence, shareholder alignment and suitability to oversee TNR.
- Koala has misled shareholders with various claims to keep its true agenda hidden from all.
- We encourage all shareholders to review TNR's Presentation and Letter at www.VoteTNR.com.
- Questions? Need Help Voting BLUE? Contact Kingsdale Advisors Toll-Free in North America at 1-855-476-7861 or by email at contactus@kingsdaleadvisors.com. Visit www.VoteTNR.com.
Vancouver, British Columbia--(Newsfile Corp. - September 8, 2026) - TNR Gold Corp. (TSXV: TNR) ("TNR Gold", "TNR" or the "Company") today announced that it has filed and started mailing a shareholder letter (the "Letter") for the upcoming shareholder meeting and proxy contest with Eucalyptus Resources Opportunities Fund 1, LP, led by Jon Christian Evensen (the "dissident", "Eucalyptus" or "Koala"). The Letter explains why the Board believes shareholders should vote ONLY the BLUE Proxy "FOR" TNR Gold's nominees. The Board is focused on protecting the interests of all TNR Gold shareholders. This is accompanied by a Shareholder Presentation available at www.VoteTNR.com.
The Board believes shareholders should have clear and complete information before they vote. TNR believes Koala has not shown all joint actors, a better plan, has not offered shareholders any premium for the control he is seeking, and has not provided the transparency shareholders should expect from a group trying to replace the entire Board. Koala's claims have been designed to mislead shareholders rather than presenting facts.
"This vote is about who shareholders trust to protect TNR Gold and build long-term value," said Kirill Klip, Executive Chairman of TNR Gold. "TNR Gold shareholders are facing a choice: seasoned, steady and professional hands with a proven track record or someone posing as a koala, posting frivolous things and backed by mysterious funds. The facts are clear. TNR has delivered strong returns, eliminated an investment loan, brought in a major strategic investor and advanced a valuable portfolio of lithium, copper and gold assets. We urge shareholders to read the letter, reject Koala's misleading narrative and vote only the BLUE Proxy."
KEY TAKEAWAYS FOR SHAREHOLDERS
- No Compelling Case for Change. The dissident has not shown why shareholders should replace a Board that has delivered value creation and progress.
- Governance and Independence. The dissident slate raises questions regarding experience, independence, shareholder alignment and suitability to oversee TNR.
- Results Over Rhetoric. While the dissident has focused on public criticism, TNR Gold has remained focused on execution and shareholder value.
- A Proven Team with a Clear Plan. The Board secured a transformative C$4.2 million strategic investment from Altius, validating TNR Gold's portfolio and strategy.
WHAT EUCALYPTUS CLAIMS - AND WHAT THE FACTS SHOW
The shareholder letter explains why TNR believes shareholders should question Eucalyptus's claims:
- TNR Gold has delivered strong results. Eucalyptus says TNR's record supports replacing the Board.
- The facts show TNR Gold has delivered a 775% five-year total shareholder return, outperformed the identified benchmarks and repaid an investment loan.
- TNR believes shareholders should not replace a Board that has delivered results and protected the Company's assets.
- TNR Gold has a strategy shareholders can see. Eucalyptus questions TNR's strategy and Board.
- The facts show Altius Minerals Corporation invested C$4.2 million in TNR Gold for a 9.9% interest, without warrants, and later bought more shares in the market.
- TNR believes this shows real outside support for the Company's portfolio and plan.
- International Lithium's share price increased more than 36% in the first 11 months of Mr. Kirill Klip's tenure as CEO.
- TNR Gold has a record of governance and disclosure. Eucalyptus says it would be a better steward of TNR Gold.
- The facts show TNR has public governance policies, has disclosed Board qualifications and has kept CEO compensation below the identified peer median.
- Koala is simply recycling allegations first advanced by Lithium Royalty Corp. during its unsuccessful takeover efforts, despite no legal findings supporting those claims.
- TNR also believes Eucalyptus's materials contain errors and omissions on basic public-record matters.
- TNR Gold's leadership is aligned with shareholders. Eucalyptus suggests the Board put itself first.
- The shareholder letter explains that public filings show Kirill Klip increased his TNR Gold ownership over time, defended the Company and provided capital to TNR for over 20 years and helped finance the Company during difficult periods, including the COVID-19 pandemic.
- Options are a measure designed to align management with shareholders and support long-term value creation, and were exercised in compliance with all applicable legal and regulatory requirements.
- TNR believes shareholders should understand that record before they vote.
WHY THE BOARD BELIEVES EUCALYPTUS'S NARRATIVE IS MISLEADING
Before voting for Eucalyptus, shareholders should ask five simple questions:
- Are shareholders being offered any premium?
- Has Koala shown a better plan for TNR Gold?
- Who is funding Eucalyptus's campaign?
- Why change the Board now, when TNR believes the current Board has delivered value and progress?
- Have all of Eucalyptus's joint actors been properly disclosed to shareholders?
EVENSEN AND SCANDIUM BACKGROUND
The shareholder letter also asks shareholders to consider the Evensen family's background at Scandium International Mining Corporation ("Scandium"), which is a public company listed on the TSXV:
- Scandium filings identify Peter Evensen and R. Christian Evensen as non-independent directors because of their shared voting and investment control over more than 10% of Scandium.
- In 2017, Peter and R. Christian Evensen joined Scandium's board while an Evensen-family entity became Scandium's largest shareholder after converting project interests into equity.
- In 2022, after Scandium's CEO and CFO departed, Peter Evensen became CEO and R. Christian Evensen became CFO while remaining directors.
TNR believes shareholders should carefully consider that Peter Evensen owns over 6 million shares in TNR Gold before giving Eucalyptus influence over the Company and its valuable assets. Shareholders deserve clear answers about who is behind this campaign, who is funding it, and why Koala is seeking to replace the entire Board at this critical time.
TNR GOLD'S PLAN: PROTECT THE ASSETS AND BUILD LONG-TERM VALUE
TNR's plan is to protect and advance its royalty and mineral assets that provides shareholders with diversified exposure to lithium, copper, gold and silver, including:
- Mariana Lithium (Argentina): Ganfeng Lithium has commenced production and completed its first exports of lithium chloride. TNR holds a 1.5% net smelter return royalty, of which 0.15% is held on behalf of a shareholder. As operations ramp up, this royalty positions the Company for its first potential royalty revenue.
- Los Azules Copper (Argentina): McEwen Copper, whose investors include Rio Tinto and Stellantis, continues to advance feasibility, permitting and financing at this large-scale copper project. TNR holds a 0.4% net smelter return royalty, of which 0.04% is held on behalf of a shareholder.
- Josemaria (Argentina): TNR holds a 7% net profits royalty on the Batidero I and II properties within the copper-gold project being advanced by the Lundin Mining and BHP joint venture.
- Shotgun Gold (Alaska): TNR holds a 90% interest in this porphyry gold project located near NOVAGOLD's Donlin Gold deposit. We have a strategic objective to attract a joint venture partner to fund further exploration on Shotgun.
The Board believes steady leadership matters as these assets move toward important value milestones.
SHAREHOLDERS SHOULD VOTE ONLY THE BLUE PROXY
Vote only the BLUE Proxy. Disregard any green proxy or other voting materials from Eucalyptus. If you already voted using the green proxy, you can change your vote by submitting a later-dated BLUE proxy.
The BLUE proxy must be received by 10:00 a.m. Pacific Time on Friday, September 18, 2026. If you hold shares through a broker, bank or other intermediary, your voting deadline may be earlier. Vote today.
QUESTIONS? NEED HELP VOTING THE BLUE PROXY?
Shareholders who have questions or need assistance voting their common shares should contact Kingsdale Advisors, TNR Gold's strategic shareholder advisor.
Kingsdale Advisors
North American Toll-Free: 1-855-476-7861
Text and Call Number: 1-437-561-5018
Email: contactus@kingsdaleadvisors.com
Website: www.VoteTNR.com
ADVISORS
Norton Rose Fulbright Canada LLP is acting as legal counsel to TNR Gold. Kingsdale Advisors is acting as strategic shareholder advisor to TNR Gold.
ABOUT TNR GOLD CORP.
TNR Gold Corp. is working to become the green energy metals royalty and gold company.
Our business model provides a unique entry point in the creation of supply chains for critical materials like energy metals that are powering the energy rEVolution, and the gold industry that is providing a hedge for this stage of the economic cycle.
Our portfolio provides a unique combination of assets with exposure to multiple aspects of the mining cycle: the power of blue-sky discovery and important partnerships with industry leaders as operators on the projects that will potentially generate royalty cashflows to contribute significant value for our shareholders.
Over the past thirty years, TNR, through its lead generator business model, has been successful in generating high-quality global exploration projects. With the Company's expertise, resources and industry network, the potential of the Mariana Lithium Project and Los Azules Copper Project in Argentina, among many others, have been recognized.
TNR holds a 1.5% NSR royalty on the Mariana Lithium Project in Argentina, of which 0.15% of such NSR royalty is held on behalf of a shareholder of the Company. Ganfeng Lithium's subsidiary, Litio Minera Argentina ("LMA"), has the right to repurchase 1.0% of the NSR royalty on the Mariana Project, of which 0.9% is the Company's NSR royalty interest. The Company would receive CAN$900,000, and its shareholder would receive CAN$100,000 on the repurchase by LMA, resulting in TNR holding a 0.45% NSR royalty and its shareholder holding a 0.05% NSR royalty.
The Mariana Lithium Project is 100% owned by Ganfeng Lithium. The Mariana Lithium Project has been approved by the Argentina provincial government of Salta for an environmental impact report. Ganfeng Lithium officially inaugurated Mariana Lithium's start of production at a 20,000 tons-per-annum lithium chloride plant on February 12, 2025.
TNR Gold also holds a 0.4% NSR royalty on the Los Azules Copper Project, of which 0.04% of the 0.4% NSR royalty is held on behalf of a shareholder of the Company. The Los Azules Copper Project is being developed by McEwen Inc.
TNR also holds a 7% NPR on the Batidero I and II properties of the Josemaria Project that is being developed by the joint venture between Lundin Mining and BHP.
TNR provides significant exposure to gold through its 90% holding in the Shotgun Gold porphyry project in Alaska. The project is located in Southwestern Alaska near the Donlin Gold project, which is being developed by Novagold Resources. The Company's strategy with the Shotgun Gold Project is to attract a joint venture partnership with a major gold mining company. The Company is actively introducing the project to interested parties.
At its core, TNR provides a wide scope of exposure to gold, copper, silver and lithium through its holdings in Alaska (the Shotgun Gold porphyry project) and royalty holdings in Argentina (the Mariana Lithium project, the Los Azules Copper Project and the Batidero I & II properties of the Josemaria Project), and is committed to the continued generation of in-demand projects, while diversifying its markets and building shareholder value.
On behalf of the Board of Directors,
Kirill Klip
Executive Chairman
www.tnrgoldcorp.com
For further information concerning this news release, please contact Kirill Klip +1 604-229-8129
Neither 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 release.
Cautionary Statement Regarding Forward-Looking Information
Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "will", "could" and other similar words, or statements that certain events or conditions "may" or "could" occur, although not all forward-looking statements contain these identifying words. Specifically, forward-looking statements in this news release include, but are not limited to, statements made in relation to: the upcoming Meeting; the advancement of TNR's key assets towards development milestones; the anticipated benefits of the Company's newly established Compensation, Corporate Governance and Nominating Committee; TNR's future receipt of cash flows from its royalty holdings and the subsequent contribution of significant value to its shareholders; the possible growth of TNR's value; and TNR's strategy and business objectives. Such forward-looking information is based on a number of assumptions and subject to a variety of risks and uncertainties, including but not limited to those discussed in the sections entitled "Risks" and "Forward-Looking Statements" in the Company's interim and annual Management's Discussion and Analysis which are available under the Company's SEDAR+ profile on www.sedarplus.ca. While management believes that the assumptions made and reflected in this news release are reasonable, should one or more of the risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking information. In particular, there can be no assurance that: TNR will enter into one or more strategic transactions, partnership or a spin-out, or be able to complete any further royalty acquisitions or sales of royalty interests, or portions thereof; TNR's key assets will advance toward development milestones on the timeline currently anticipated or at all; the Company's newly established Compensation, Corporate Governance and Nominating Committee will achieve its intended governance benefits; or that TNR will be able to achieve any of its corporate objectives. TNR 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, in future, challenging the ownership of such mining claims. Given these uncertainties, readers are cautioned that forward-looking statements included herein are not guarantees of future performance, and such forward-looking statements should not be unduly relied on.
In formulating the forward-looking statements contained herein, management has assumed that business and economic conditions affecting TNR, and its royalty partners, McEwen Inc., Ganfeng Lithium and Lundin Mining will continue substantially in the ordinary course, including without limitation with respect to general industry conditions, general levels of economic activity and regulations. These assumptions, although considered reasonable by management at the time of preparation, may prove to be incorrect.
Forward-looking information herein and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this cautionary statement. Except as required by law, the Company assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/313298
