Eucalyptus Resources Issues Letter to Shareholders Calling for an Upgrade of the Board of TNR Gold

Eucalyptus Resources, which holds approximately 14.6% of TNR Gold, issued a shareholder letter on August 28, 2026, demanding the replacement of the incumbent board ahead of the September 22, 2026 AGM. The activist group nominated four independent directors: Sandra Bates, Dušan Petković, Michael Horner, and JC Evensen.

Allegations against current management include excessive dilution, poor corporate governance, lack of board independence, erratic CEO behavior, and a lack of progress on the Shotgun Project or royalty acquisitions over nearly a decade. Eucalyptus plans to file a dissident information circular and has retained Laurel Hill Advisory Group for proxy solicitation, with a fee of up to $270,000.

Proposed changes include establishing a majority-independent board, independent audit/compensation/nominating committees, reducing G&A expenses, and cutting executive cash compensation.

TNR Gold Corp. faces significant governance uncertainty and management distraction due to a proxy contest, a dynamic that typically weighs on stock performance in the short term. While activist pressure can theoretically force positive operational and governance changes, the immediate impact is negative due to the risk of a prolonged dispute, potential for value-destructive concessions, and market volatility.

The allegations highlight fundamental concerns regarding capital allocation and project execution, which are critical given the company's lack of operating revenue. The market has already priced in some of this tension following the Altius strategic investment, but the proxy fight adds a layer of execution risk that could delay royalty monetization and joint venture discussions.

TNR Gold Corp. operates as a royalty and streaming company focused on green energy metals and gold. Its flagship asset is the Shotgun Gold Project, a 90%-interest porphyry gold project located in Alaska near the Donlin deposit. The company is currently seeking a joint venture with a major mining company for the project, and a standalone entity, AmeriGold, has been incorporated for a potential spinout.

The company’s royalty portfolio includes the Mariana Lithium Project in Argentina, where it holds a 1.5% NSR royalty, with 0.15% held for a shareholder. Operator Ganfeng Lithium commenced production at the site in February 2025. In Argentina, TNR also holds a 0.4% NSR royalty (with 0.04% held for a shareholder) on the Los Azules Copper Project. Operator McEwen Copper completed a feasibility study with a $2.9B NPV and is targeting a final investment decision in 2026. Additionally, the company holds a 7% NPR royalty on the Batidero I & II properties at the Josemaria Project, which is being developed by a joint venture between Lundin Mining and BHP.