Eucalyptus Resources Files Information Circular to Return Control to Shareholders
An activist investor filed a proxy circular to replace TNR’s board with nominees to oust the current 'friends and family' directors.
Eucalyptus Resources Opportunities Fund 1, LP, along with joint actors Jon Christian Evensen and Alicia Cauteruccio Evensen, has filed and commenced mailing its dissident information circular for TNR Gold Corp. The shareholder meeting is scheduled for September 22, 2026.
The circular urges shareholders to vote only the GREEN proxy for the Eucalyptus nominees and to withhold votes from the incumbent TNR board. The release characterizes the current board as entrenched and unaccountable, citing delays in the meeting, late filing of management materials, a record date that was announced and subsequently “clarified,” and the Altius private placement which included a five-year voting support agreement.
The dissident campaign also alleges that CFO Maurice Brooks sold 60,000 shares on August 27, 2026, two business days before TNR filed interim financial statements on August 31, 2026. Additionally, the circular warns shareholders not to provide control numbers to TNR Gold or its proxy solicitor, Kingsdale Advisors, following the appearance of a website link that could grant Kingsdale broad voting powers.
This dissident campaign formalizes a previously announced effort to replace the board. An August 28, 2026 letter had named Sandra Bates, Dušan Petković, Michael Horner, and JC Evensen as the proposed independent nominees.
TNR Gold Corp. (TNR) issued a corporate governance release regarding a proxy contest, rather than providing an earnings report, financing update, operational news, or resource data. The filing represents an expected escalation of a campaign that Eucalyptus Resources had already publicized on August 28, 2026. The release itself begins with the statement “Nothing new” in a prominent subheading.
The most serious new factual allegation contained in the filing concerns the CFO’s share sale prior to the release of interim financials. This claim is potentially significant but remains an activist allegation rather than a regulatory finding. The filing does not immediately alter TNR’s royalty interests, cash flow, project ownership, or liquidity position.
Available price data through September 2, 2026, show the stock drifting from approximately C$0.30 on August 31 to C$0.28 by September 2, representing a muted move rather than a material repricing. No post-release price data are provided.
TNR Gold Corp. is a TSXV-listed green energy metals royalty and gold company. Its portfolio includes the Mariana Lithium Project in Argentina, where it holds a 1.5% NSR royalty, with 0.15% held for a shareholder. Operated by Ganfeng Lithium, production began on February 12, 2025, and the first export of lithium chloride was reported in February 2026.
The company also holds a 0.4% NSR royalty, with 0.04% held for a shareholder, on the Los Azules Copper Project in Argentina, operated by McEwen Inc. A 2025 feasibility study indicated strong project economics, though production is not expected until 2030. Additionally, TNR holds a 7% net profit interest royalty on the Josemaria/Batidero I and II projects in Argentina, owned by Lundin Mining and BHP through a joint venture.
In Alaska, TNR holds a 90% interest in the Shotgun Gold Project, which is not a royalty. The company describes an inferred resource of 705,960 ounces of gold and is seeking a joint-venture partner. Regarding prior-period financial context, the company reported no revenue in FY2025 and continues to rely on financing and trade credit.