TNR Gold Files and Commences Mailing of BLUE Proxy Materials for 2026 Annual General and Special Meeting Shareholders are urged to vote ONLY the BLUE Proxy 'FOR' all TNR Gold director nominees. Disregard and discard any other proxy materials that you may receive from the dissident.
TNR Gold Files and Commences Mailing of
BLUE Proxy Materials for 2026 Annual General
and Special Meeting
Shareholders are urged to vote
ONLY
the
BLUE
Proxy 'FOR' all TNR Gold director nominees.
Disregard and discard any other proxy materials that you may receive from the dissident.
The choice is clear:
vote for the Board that has delivered value, stability and a proven long-term
strategy-not an untested dissident whose conduct creates unnecessary risk for TNR Gold.
Questions? Need Help Voting
BLUE
?
Contact Kingsdale Advisors Toll-Free in North America
at 1-855-476-7861 or by email at
. Visit
www.VoteTNR.com
.
Vancouver, British Columbia--(Newsfile Corp. - September 1, 2026) -
TNR Gold Corp. (TSXV: TNR)
("
TNR Gold
"
,
"
TNR
" or the "
Company
") today announced that it has filed and mailed its management
information circular (the "
Circular
"), including the
BLUE
Form of Proxy and Voting Instruction Form
("
BLUE
Proxy
"), to shareholders in connection with the Company's 2026 Annual General and Special
Meeting of Shareholders to be held on September 22, 2026 (the "
Meeting
"). Shareholders are strongly
encouraged to read the letter to shareholders from our Executive Chairman, Kirill Klip, included in the
Circular, which highlights very serious matters connected to the dissident campaign and explains why
this vote is critical to the future of TNR Gold. The Meeting materials can be viewed on
www.VoteTNR.com
and SEDAR+.
The Board of Directors of TNR Gold (the "
Board
") unanimously recommends that shareholders vote
'FOR'
all matters to be considered using
ONLY
the
BLUE
Proxy. Shareholders are urged to disregard
and discard any public communications, proxy materials, proxy card, voting instruction form or other
related materials they may receive from or on behalf of Eucalyptus Resources Opportunities Fund 1, LP
(Jon Christian Evensen) (the "
dissident
", "
Mr. Evensen
", or "
Koala
").
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/2014/312255_86d121f324020851_003full.jpg
Shareholders should be deeply concerned that the dissident operates (whether directly or indirectly) on
X, through the "Yellow Lab Life Capital" account under the pseudonym "Koala" which he has used to
continuously disparage the very Company he is seeking to control
[1]
.
The account's own profile
states, "I am not as smart as I sound, so please don't listen to me," underscoring the juvenile
and unprofessional nature of the conduct.
The Board believes this raises serious questions about
Mr. Evensen's judgment, transparency, maturity and suitability to influence the stewardship of a strong
performing public company.
WHY THE BOARD RECOMMENDS VOTING ONLY THE
BLUE
PROXY
The Board unanimously recommends that shareholders vote '
FOR'
the Company's nominees using
ONLY
the
BLUE
Proxy. The Company's nominees — John Davies, Kirill Klip, Konstantin Klip and
Leopold Sutton — bring directly relevant experience in investment management, capital financing, risk
management, corporate development, governance, business transformation and the mining sector. As
outlined below, their collective expertise supports the Company's strategy and growth opportunities:
Proven Strategy:
The current Board and management team have spent more than 20 years
building and advancing TNR's royalty and mineral portfolio, including Mariana Lithium, Los Azules,
Batidero I and II (of the Josemaria Project) and Shotgun Gold. Altius Minerals Corporation's
significant investment in TNR provides independent validation of the Company's assets, strategy
and growth prospects.
Strong Shareholder Returns:
Shareholders have benefited from significant value creation under
the current Board, including total shareholder returns of
775%, 438% and 312% over the five-,
three- and one-year periods, respectively.
The Board emphasizes that the royalty portfolio and
strategic partnerships were established well before the dissident became a shareholder.
Qualified and Experienced Nominees:
The Company's nominees bring direct knowledge of
TNR's assets, strategy, industry relationships and business model. With meaningful personal
ownership in TNR Gold, the Board's interests are directly aligned with those of shareholders.
No Case for Wholesale Board Replacement:
The dissident is seeking to replace all four
directors without presenting a detailed strategic plan, capital allocation framework, transition plan
or governance roadmap.
Continuity at Key Milestones:
TNR is entering an important phase as key assets advance
toward development milestones and the Company continues strengthening Board independence,
diversity and governance. The newly established Compensation, Corporate Governance and
Nominating Committee will strengthen governance practices to ensure that independent oversight
over these key functions continues to be vital to TNR's current success.
REASONS TO REJECT THE DISSIDENT CAMPAIGN
The dissident is seeking to replace the Board and seize control of the Company without paying
shareholders a premium. The Board believes shareholders should reject the dissident campaign
because it offers no credible plan for TNR Gold, no clear path to superior value, no meaningful
transparency around its agenda, and no compelling basis to entrust the Company's future to an untested
slate.
A Control Grab Without a Premium:
The dissident is not seeking modest Board refreshment; it
is seeking complete control of TNR Gold by replacing all four directors.
No Credible Plan:
The dissident has not presented a detailed strategic plan, capital allocation
framework, management transition plan or governance roadmap for TNR Gold.
Opaque Funding and Agenda:
The funding sources and parties behind the dissident campaign
remain unclear, raising important questions about who is truly seeking influence over TNR Gold.
Serious Judgment and Conduct Concerns:
Mr. Evensen's use of the "Koala" social media
persona to criticize the Company raises serious concerns about maturity, judgment and suitability
to influence the stewardship of a public company.
An Untested Slate With Independence Concerns:
The dissident nominees have not
demonstrated the collective independence, public company leadership experience or asset-
specific knowledge required to immediately replace the entire Board.
VOTING INSTRUCTIONS
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 choice is clear:
shareholders should support the Board with a proven record-not an untested
dissident slate offering no premium, no credible plan and no basis to justify handing over complete
control. Shareholders are urged to vote as soon as possible and, in any event, before the proxy voting
deadline of 10:00 a.m. (Pacific Time) on September 18, 2026. Vote
ONLY
the
BLUE
Proxy as follows:
"FOR"
setting the number of directors at four.
"FOR"
the election of each of the Company's director nominees: John Davies, Kirill Klip,
Konstantin Klip and Leopold Sutton.
"FOR"
the appointment of Manning Elliott LLP as auditor and authorizing the directors to fix the
auditor's remuneration.
"FOR"
the renewal of the Company's 10% rolling stock option plan.
Shareholders should disregard and discard any other form of proxy or voting instruction form they may
receive, including any materials sent by or on behalf of the dissident.
FILING AND MAILING OF MEETING MATERIALS
The Circular provides shareholders with important information regarding the Meeting, the matters to be
voted upon and the reasons for the Board's unanimous recommendation that shareholders vote
"FOR"
using ONLY the
BLUE
Proxy. Copies of the Meeting materials are being mailed to shareholders and are
available under the Company's profile on SEDAR+ at
www.sedarplus.ca
and at
www.VoteTNR.com
.
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:
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.
[1]
Source:
https://x.com/YellowLabLife
.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/312255