Subject: Eucalyptus Resources Opportunities Fund 1, L P - News Release For Dissemination
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File: Attachment Eucalyptus Resources - 2nd EWR News Release.pdf
EUCALYPTUS RESOURCES RESPONDS TO EXCHANGE'S
CONDITIONAL APPROVAL OF TNR TRANSACTION
NEW YORK, NY May 15, 2026 Eucalyptus Resources Opportunities Fund 1, LP ("Eucalyptus"),
responded today to TNR Gold Corp.'s ("TNR" or the "Company") (TSX-V: TNR) May 13, 2026, news release
announcing that it had received conditional approval from the TSX Venture Exchange (the "Exchange") for
its proposed private placement with Altius Resources Inc., a subsidiary of Altius Minerals Corporation
("Altius").
Jon Christian Evensen, President of Eucalyptus, stated: "We are disappointed with the Exchange's decision
to allow this dilutive transaction to proceed. We continue to believe that this private placement, which will
include a 5 year voting support lock-up agreement and right of first offer encumbering the Company's
principal assets is unfairly dilutive and detrimental to the interests of shareholders. This placement puts
multiple years of cash G&A liquidity in the hands of a board and management that has a history of reliably
doing only one thing: paying themselves. We hope there will not be a repeat of the cash bonuses paid after
the partial sale of the Mariana Lithium Project royalty interest in 2023 to Lithium Royalty Corporation. The
current board has no excuse after this to further dilute shareholders for incremental liquidity in the future."
Of particular note in the Company's news release was a revised proposed use of proceeds, which now
includes a "possible royalty acquisition of the portion of the Mariana Royalty and Los Azules Royalty [the
Company] holds on behalf of a shareholder", but gives no details as to what portion of the proceeds would
be allocated to such an acquisition, or any proposed terms. Eucalyptus believes that any such transaction
would be highly material to the interests of shareholders and that the failure to include any details about the
proposed terms or scope of such possible transaction further illustrates Management's continued disregard
for shareholders' rights to be informed.
Mr. Evensen further stated: "While we remain opposed to the dilutive nature of the private placement and
associated agreements, we note that on closing, Altius will become TNR Gold's third largest shareholder.
Given Altius' favorable market reputation, we hope Altius will encourage the current board and management
to improve their governance of the Company for the benefit of all shareholders."
Eucalyptus also announced that, on May 15, 2026, Mr. Evensen acquired ownership and control over an
aggregate of 262,440 common shares (the "Shares") of TNR Gold Corp. through the facilities of the TSX
Venture Exchange at a price of $0.2423 per share.
Immediately prior to the acquisition, Eucalyptus, together with its joint actors Jon Christian Evensen and
Alicia Evensen (collectively, the "Acquiror"), beneficially owned, or exercised control or direction over an
aggregate of 31,051,900 common shares of TNR, representing approximately 14.5% of the issued and
outstanding common shares of TNR.
Immediately following the acquisition, the Acquiror beneficially owns, or exercises control or direction over,
an aggregate of 31,314,340 common shares of TNR, representing approximately 14.6% of the issued and
outstanding common shares of TNR.
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The Acquiror has acquired the Shares for investment purposes and in consideration of seeking to achieve or
influence changes to the TNR's current board and / or management. Eucalyptus believes its interests are
aligned with those of all TNR shareholders and intends to engage in discussions with TNR's board of
directors and management regarding TNR's business, affairs, strategy, capitalization, governance and future
direction. If warranted, Eucalyptus may entertain undertaking a solicitation of proxies and may, subject to
applicable law, from time to time hold discussions with or make formal proposals to management and/or
TNR's board of directors of, other shareholders of TNR or other third parties regarding its intentions. The
Acquiror intends to acquire additional securities of TNR in the future through the market, pursuant to private
agreements, from treasury, or otherwise, as circumstances or market conditions warrant.
An early warning report (the "Early Warning Report") will be filed by the Acquiror in accordance with
applicable securities laws and will be available under TNR's profile on SEDAR+ at www.sedarplus.ca. A
copy of the Early Warning Report may also be obtained by contacting Laurel Hill Advisory Group at the
number below.
This news release is issued pursuant to National Instrument 62-103 The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues.
This news release is for informational purposes only and does not constitute an offer to acquire, or the
solicitation of an offer to sell, any securities of TNR. This news release does not constitute a solicitation of
proxies or votes from shareholders of TNR.
About Eucalyptus Resources
Eucalyptus Resources was founded in 2022 by Jon Christian "JC" Evensen and provides advisory services
to both global investors and corporate clients in the natural resources industry as well as invests principal
capital in the sector.
For inquiries, or to obtain a copy of the Early Warning Report, please contact Laurel Hill Advisory
Group:
Attention: Curtis Tokarchuk
Phone: +1 416-304-0211
Email: assistance@laurelhill.com
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