TNR Gold Sets the Record Straight with Letter to Shareholders
TNR Gold Corp. has filed and begun mailing a shareholder letter and proxy solicitation materials to vote "FOR" its own nominees in an upcoming shareholder meeting, actively contesting a proxy bid by dissident shareholder Eucalyptus Resources Opportunities Fund 1, LP, led by Jon Christian Evensen. The Board characterizes the dissident campaign as misleading, citing a lack of transparency regarding joint actors, no offered premium for control, and questions regarding the dissident slate's experience and independence.
The release highlights the Board's defense of its record, including a 775% five-year total shareholder return, the elimination of an investment loan, and the validation of the company's strategy through a C$4.2 million strategic investment from Altius Minerals Corporation. TNR cites this transformative investment for a 9.9% interest (without warrants) as evidence of outside support for the Board's strategy, noting that Altius subsequently purchased more shares in the market.
TNR is soliciting votes for its nominees via a "BLUE" proxy, urging shareholders to disregard any "green" proxy from Eucalyptus Resources. The deadline for the BLUE proxy is 10:00 a.m. Pacific Time on Friday, September 18, 2026. The dissident group is identified as Eucalyptus Resources Opportunities Fund 1, LP, led by Jon Christian Evensen (referred to as "Koala" by TNR). The release notes that Evensen owns over 6 million shares in TNR Gold.
The Board claims TNR delivered a 775% five-year total shareholder return, outperformed identified benchmarks, and repaid an investment loan. International Lithium's share price reportedly increased more than 36% in the first 11 months of CEO Kirill Klip's tenure. TNR states it has public governance policies, disclosed Board qualifications, and kept CEO compensation below the identified peer median. It also notes that Kirill Klip increased his ownership over time and provided capital during difficult periods, including the pandemic.
Regarding asset portfolio updates, Ganfeng Lithium has commenced production and completed first exports of lithium chloride at the Mariana Lithium project in Argentina, where TNR holds a 1.5% NSR royalty (0.15% held for a shareholder). At the Los Azules Copper project in Argentina, McEwen Copper is advancing feasibility, permitting, and financing, with TNR holding a 0.4% NSR royalty (0.04% held for a shareholder). TNR holds a 7% net profits royalty on Batidero I and II properties in Argentina, developed by a Lundin Mining and BHP joint venture. Additionally, TNR holds a 90% interest in the Shotgun Gold porphyry gold project in Alaska and is seeking a joint venture partner.
The release questions the independence of the dissident slate, citing Scandium International Mining Corporation filings that identify Peter Evensen and R. Christian Evensen as non-independent directors due to shared voting control. It also references past allegations by Lithium Royalty Corp. during unsuccessful takeover efforts. Norton Rose Fulbright Canada LLP is acting as legal counsel, and Kingsdale Advisors is acting as strategic shareholder advisor.
"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 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."