TNR Gold Corp. (TSXV: TNR) has released an update alleging that Eucalyptus Resources Opportunities Fund 1, LP, led by Jon Christian "JC" Evensen, may have coordinated an undisclosed acquisition and voting of TNR shares in potential breach of applicable securities laws. The company states its investigation suggests the scheme may involve a number of joint actors seeking to seize control of the board of directors without making legally required disclosure. The update comes days before TNR's annual general and special meeting of shareholders scheduled for September 22, 2026, placing governance and voting integrity at the centre of investor attention.

Key Points

  • TNR Gold Corp. (TSXV: TNR) is a green energy metals royalty and gold company based in Vancouver, British Columbia.
  • TNR Gold alleges a potential conspiracy by Eucalyptus Resources and suspected joint actors to coordinate undisclosed TNR share acquisitions and voting in breach of securities laws.
  • The company's Blue Proxy deadline is 10:00 a.m. Pacific Time on Friday, September 18, 2026, ahead of the September 22, 2026 shareholder meeting.
  • Investors should watch whether corrective disclosure is filed by Eucalyptus or its alleged joint actors and the outcome of the September 22 shareholder vote.

TNR Gold's Investigation into Eucalyptus and Alleged Joint Actor Scheme

According to the release, TNR Gold's ongoing investigation has uncovered information suggesting a potential conspiracy among Eucalyptus Resources and certain joint actors to coordinate the undisclosed acquisition and voting of TNR shares. The company states that the nature and extent of this coordination appears to go well beyond what Eucalyptus has publicly disclosed. TNR Gold believes these parties may be implementing a scheme to acquire and vote shares in order to seize control of the company's board of directors without making the legally required securities disclosure. The investigation remains ongoing, and the company states it will provide further updates as appropriate.

No Corrective Disclosure Made Despite TNR Gold's Requests

TNR Gold states it has made requests to Eucalyptus and its suspected joint actors to act transparently in accordance with securities laws, but as of the date of this announcement, no corrective disclosure has been made. The company expresses significant concern that shareholders may have been deprived of information material to their voting decisions. The release states TNR Gold is evaluating all options to protect the interests of shareholders and the integrity of the voting process at the upcoming September 22, 2026 meeting. Norton Rose Fulbright Canada LLP is acting as legal counsel and Kingsdale Advisors as strategic shareholder advisor.

Blue Proxy Campaign and Shareholder Voting Deadline

Amid the dispute, TNR Gold is urging shareholders to vote using its Blue Proxy, which the company says must be received no later than 10:00 a.m. Pacific Time on Friday, September 18, 2026. The company notes that shareholders who previously submitted a green proxy may replace it with the later-dated Blue Proxy. The company positions the Blue Proxy vote as a means to protect TNR Gold's strategy and preserve institutional knowledge needed to advance its asset portfolio, which includes royalty interests in Argentina and the Shotgun Gold porphyry project in Alaska.