NEWS RELEASE
ISS REJECTS EUCALYPTUS’ DEMAND FOR FULL BOARD CHANGE – BACKS CEO KIRILL KLIP AND CONTINUITY AT TNR GOLD
- Leading independent proxy advisor ISS states that “TNR outperformed its peer group over the three- and five-year periods ending on the unaffected date,” concludes that the dissident “failed to articulate an adequate go-forward plan” for the Company, and recommends that shareholders elect Kirill Klip and withhold from dissident nominee Jon Christian “JC” Evensen.
- Company thanks shareholders who have already voted the BLUE Proxy in support of TNR Gold’s proven strategy and rejected the dissident’s self-serving attempt to seize control of the Company without offering shareholders a premium or a credible plan.
- ONLY DAYS REMAIN TO VOTE. Shareholders who have questions or require assistance voting on the BLUE Proxy are encouraged to contact Kingsdale Advisors toll-free in North America at 1-855-476-7861 or by email at contactus@kingsdaleadvisors.com. Visit VoteTNR.com today.
"Vancouver, British Columbia – September 14, 2026: TNR Gold Corp. (TSX-V: TNR) (“TNR Gold”, “TNR” or the “Company”) and its Board of Directors (the “Board”) unanimously recommend that shareholders act immediately. The choice before shareholders is clear: protect a proven royalty-focused strategy, preserve the institutional knowledge and continuity needed to advance it, and reject the attempt by Eucalyptus Resources Opportunities Fund 1, LP, led by Jon Christian “JC” Evensen (“Eucalyptus”, “Koala” or “Mr. Evensen”), to seize effective control of TNR Gold without offering shareholders a premium, a credible strategic plan, or meaningful transparency regarding its campaign. Institutional Shareholder Services Inc. (“ISS”), a leading independent provider of proxy voting advice and analysis, reinforced each of these conclusions. Every vote counts. Shareholders who do not vote risk allowing others to decide the future of their investment.
ISS SUPPORTS KIRILL KLIP AND NOT DISSIDENT NOMINEE JON CHRISTIAN “JC” EVENSEN
ISS recommended that shareholders elect Mr. Kirill Klip and withhold from dissident nominee Mr. Evensen. ISS determined that retaining Mr. Klip would provide the institutional knowledge and continuity needed for TNR Gold’s future and concluded that the dissident had “failed to articulate an adequate go-forward plan.” ISS also identified the Altius Minerals Corporation private placement as a positive development and the clearest example of value creation associated with Mr. Klip’s tenure as Chief Executive Officer. Together, these findings validate TNR Gold’s strategy, leadership and case for continuity at a critical stage in the Company’s development.
In its report, ISS stated: “The Altius private placement represents the most direct example of value creation associated with Kirill’s CEO tenure. The announcement was accompanied by a 30 percent increase in share price, and shares have generally maintained a higher trading range since the transaction.” The investment by Altius, an established industry participant, provides external validation of TNR Gold’s royalty-focused strategy and its potential to create long-term shareholder value.
For more information on the Company’s strategy, track record and plan to create long-term shareholder value, shareholders are encouraged to read our letter to shareholders dated September 8, 2026.
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.
TNR Gold is entering one of the most important periods in its history,” said Kirill Klip, Executive Chairman. “TNR Gold’s royalty-focused strategy is delivering results and has been validated by a major industry player. We have repaid the investment loan and maintain a debt-free balance sheet, attracted a strategic investment from Altius, one of Canada’s leading royalty companies, and positioned the Company to receive its first royalty revenue. I thank every shareholder who has supported the Company by voting BLUE.”
TNR Gold has delivered a 775% five-year total shareholder return, compared with 161% for the equal-weighted royalty peer group, 252% for the market-capitalization-weighted royalty peer group and 207% for the VanEck Junior Gold Miners ETF. ISS noted that recent results reflect “actions taken by management.” The dissident’s attempt to claim full credit for this performance ignores the management decisions, stewardship and long-term execution that positioned TNR Gold to benefit from today’s value-realization milestones.
Mr. Klip’s leadership helped sustain TNR Gold through challenging periods and preserve the royalty portfolio long enough for its underlying value to emerge. With those assets now approaching meaningful value-realization milestones, the Board believes shareholders should recognize the stewardship that positioned the Company to benefit from them today.
The contrast is clear. TNR Gold’s current leadership has preserved and advanced a diversified royalty portfolio, maintained a debt-free balance sheet, attracted a strategic investment from Altius and positioned the Company for potential first royalty revenue. Koala proposes to replace the entire Board without offering shareholders a premium, an adequate go-forward plan or evidence that its nominees can deliver superior value.
KOALA OFFERS NO PREMIUM AND NO CREDIBLE PLAN
Koala is seeking effective control of TNR Gold without offering shareholders a control premium or presenting a detailed plan for creating greater value. Its proposal would replace the entire Board just as TNR Gold approaches potential royalty revenue and other significant value-realization milestones, putting institutional knowledge, strategic continuity and execution at risk.
Shareholders still lack clear answers about how Koala would manage TNR Gold’s royalty assets, allocate capital, advance key projects, preserve essential institutional knowledge and maintain strategic continuity. Koala has also failed to provide meaningful transparency regarding who ultimately stands behind and finances its campaign. These unanswered questions are especially concerning given its demand to replace the entire Board.
TNR GOLD’S STRATEGY IS DELIVERING RESULTS
TNR Gold’s royalty-focused strategy is designed to provide shareholders with diversified exposure to lithium, copper, gold and silver while limiting the direct capital requirements and operating risks associated with mine development. The portfolio is now advancing toward potential royalty revenue and other significant value-realization milestones, including:
- Mariana Lithium (Argentina): Ganfeng Lithium has commenced production and completed its first exports of lithium chloride. TNR holds a 1.5% net smelter return royalty, of which 0.15% is held on behalf of a shareholder. As operations ramp up, this royalty positions the Company for its first potential royalty revenue.
- Los Azules Copper (Argentina): McEwen Copper, whose investors include Rio Tinto and Stellantis, continues to advance feasibility, permitting and financing at this large-scale copper project. TNR holds a 0.4% net smelter return royalty, of which 0.04% is held on behalf of a shareholder.
- Josemaria (Argentina): TNR holds a 7% net profits royalty on the Batidero I and II properties within the copper-gold project being advanced by the Lundin Mining and BHP joint venture.
- Shotgun Gold (Alaska): TNR holds a 90% interest in this porphyry gold project located near NOVAGOLD’s Donlin Gold deposit. We have a strategic objective to attract a joint venture partner to fund further exploration on Shotgun.
ONLY DAYS REMAIN. VOTE ONLY THE BLUE PROXY TODAY.
The BLUE Proxy is a vote to protect TNR Gold’s proven strategy, preserve the institutional knowledge and continuity required to advance its assets, and reject a dissident campaign that offers no premium and no adequate go-forward plan. The BLUE Proxy must be received no later than 10:00 a.m. Pacific Time on Friday, September 18, 2026. If you have already voted using a green proxy, it is not too late: voting the later-dated BLUE Proxy will replace and revoke your earlier voting instruction.
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: contactus@kingsdaleadvisors.com
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; 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; 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."
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