20:04:08 EDT Fri 15 May 2026
Enter Symbol
or Name
USA
CA



TNR Gold Corp
Symbol TNR
Shares Issued 214,481,780
Close 2026-05-15 C$ 0.235
Market Cap C$ 50,403,218
Recent Sedar+ Documents

TNR Gold faces activist push over Altius financing

2026-05-15 17:19 ET - News Release

Subject: Eucalyptus Resources Opportunities Fund 1, L P - News Release For Dissemination PDF Document

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.

12845397v6 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

12845397v6

© 2026 Canjex Publishing Ltd. All rights reserved.