Leading Independent Proxy Advisor ISS Issues Condemnation of TNR Gold's Record; Eucalyptus Resources Thanks Shareholders For Outstanding Support to Date

Eucalyptus Resources Opportunities Fund 1, LP, the largest shareholder of TNR Gold Corp. (TNR), issued a release on 2026-09-14 detailing a conflict with the company’s board. The statement follows a report from independent proxy advisory firm ISS, which condemned the board and recommended shareholders vote on Eucalyptus Resources’ “GREEN” proxy for its director nominees, Sandra Bates and Dušan Petković.

According to the release, approximately 43% of TNR shares have already been voted in favor of the Eucalyptus nominees ahead of the annual general and special meeting scheduled for September 22, 2026. ISS stated that the board has made numerous missteps since Kirill Klip became CEO and chair, citing a “concerning track record of disenfranchising shareholders.”

The advisory firm also recommended votes in favor of setting the number of directors at four, approving the auditors, adopting the stock option plan, and electing Leopold Sutton and Kirill Klip. Eucalyptus disagrees with the recommendations regarding Sutton and Klip and urges shareholders to vote only its GREEN proxy.

The release disclosed new governance allegations, including claims that Konstantin Klip has never visited a company asset in over six years. It further noted that Kirill Klip’s $320,000 2023 bonus was calculated as $20,000 per year of service. Additional allegations included options issued after an unsolicited bid being initially cancelled but retained following legal advice, and the Altius right of first offer being negotiated in exchange for a five-year voting support agreement.

TNR Gold Corp. (TNR) issued a proxy contest and corporate governance release, marking a strategic development rather than an earnings report or operating update. Independent research firm ISS has issued a new recommendation that materially increases the probability that Eucalyptus Resources will secure board representation at the September 22, 2026 meeting.

Approximately 43% of shares have already voted for the GREEN nominees, indicating strong visible support, though this does not guarantee victory. The remaining votes are critical, including those held by Altius Minerals, which controls roughly 30.9 million shares, and Kirill Klip, who holds 27.96 million shares. Altius is bound by a five-year voting support agreement to vote for TNR management’s director nominees, serving as a significant counterweight to the proxy contest.

If Eucalyptus wins board seats, the outcome could lead to governance reform, reduced executive compensation, lower general and administrative expenses, and a more shareholder-focused strategy. This potential shift is notable for a company with no revenue, negative equity, and a going-concern warning. However, the news does not constitute a definitive control change. ISS recommended only two Eucalyptus nominees while also recommending that Kirill Klip and Leopold Sutton remain on the board, meaning board control remains contested even if the GREEN proxy succeeds.

Prior-period context, not disclosed in today’s release, highlights that TNR Gold had negative equity of -CAD 151,609 at March 31, 2026, along with no revenue and a working capital deficiency. These financial conditions make governance accountability particularly material for existing shareholders.

TNR Gold Corp. is a green energy metals royalty and gold company with royalty interests in Argentina and a gold project in Alaska. Its flagship exposure is the Los Azules copper-gold-silver project in Argentina, operated by McEwen Copper. TNR holds a 0.4% NSR royalty, with 0.04% held on behalf of a shareholder. Los Azules has a 2025 feasibility study with post-tax NPV(8%) of approximately $2.9B, IRR of 19.8%, and payback of 3.9 years. First production is targeted for 2030, with FID expected mid-2027. McEwen Copper closed a $240 million senior secured term loan in September 2026.

In Argentina, TNR holds a 1.5% NSR royalty on the Mariana Lithium project, with 0.15% held on behalf of a shareholder. Ganfeng Lithium commenced production in February 2025 and completed the first export of lithium chloride in early 2026. Ganfeng’s subsidiary has the right to repurchase 1.0% of the NSR, reducing TNR’s retained royalty to 0.45%.

TNR also holds a 7% net profits royalty on the Batidero I and II properties, developed by a Lundin Mining/BHP 50/50 joint venture. In Alaska, TNR holds a 90% interest in the Shotgun Gold porphyry project, which has an inferred gold resource of approximately 705,960 ounces. TNR is seeking a joint venture partner and began a 2026 exploration program.