On August 28, 2026, a shareholder group led by Eucalyptus Resources Opportunities Fund 1, LP urged investors in TNR Gold Corp., listed on Canada’s TSX Venture Exchange (TSX-V: TNR), to replace the company’s board at a shareholder meeting scheduled for September 22, 2026. The group, which describes itself as the largest shareholder, said the current board has overseen excessive dilution and poor governance.
Letter targets board delay and governance record#
Eucalyptus Resources, together with joint actors Jon Christian Evensen and Alicia Cauteruccio Evensen, issued the letter after the board delayed the meeting from an originally announced date of June 16, 2026 by more than three months. The group said the board has not yet filed a management information circular for the meeting.
The letter is available on the ABetterTNR.com website and will be filed on SEDAR+ (System for Electronic Document Analysis and Retrieval Plus). Eucalyptus Resources said TNR Gold is at a critical inflection point where shareholders must choose between an investment run as a “family business” for the Klip family, in Kirill Klip’s own words, or electing the group’s slate of independent, shareholder-aligned nominees, referred to as the Eucalyptus Nominees.
Compensation and share sale claims#
Kirill Klip was appointed chief executive officer on January 25, 2017. At that time, he said: “My focus will be to minimise dilution while optimising capital management at TNR Gold.”
Since then, according to Eucalyptus Resources, shareholders have been diluted through the issuance of more than 90 million shares. The group said Kirill Klip has exercised more than 10 million options since January 2025 alone, with many sold back into the market, and that the Klip family has received $2.4 million in cash compensation. Eucalyptus Resources said there have been no royalty acquisitions and no progress on the Shotgun Gold Project.
Eucalyptus Resources said the incumbent directors, referred to as the TNR Director Nominees, should be replaced. The group made the following claims about compensation and share sales:
- Konstantin Klip received $117,000 in cash compensation in fiscal year 2023 as vice president, corporate development, which the group said is nearly 1.5 times the chief financial officer’s pay. He also received a cash bonus equal to 25% of his other cash compensation, with no disclosed reasons.
- The Klip family has been paid more than $2.4 million in cash compensation since Kirill Klip became CEO in 2017, which Eucalyptus Resources described as significant for a pre-revenue company.
- Kirill Klip sold 1,000,000 shares into the public market between March 20 and March 27, 2026. Four business days later, on April 2, 2026, TNR Gold entered into the Altius Private Placement, announced on April 6, 2026.
Altius placement and buyback questions#
Eucalyptus Resources questioned whether the Altius Private Placement, involving a 9.9% stake, a right of first offer agreement on individual royalties and a voting agreement, could have been agreed in four business days. The group said shareholders should consider whether Kirill Klip traded on knowledge of the forthcoming agreement, adding that once could be a coincidence but twice is a pattern.
The group said the off-market five-year voting support agreement forced shareholders to cede 9.9% of the company to help Kirill Klip and his son keep their jobs, despite imminent revenue from the Mariana Lithium net smelter return (NSR) royalty and no stated capital expenditure need. TNR Gold later used part of the proceeds to buy back shares through a normal course issuer bid (NCIB) at a share price nearly 44% higher than the Altius placement price.
Eucalyptus Resources asked how the company could have significant cash needs on May 25, 2026, when it sold shares at $0.1775, and excess cash 35 days later on June 29, 2026, when it bought back shares at $0.24. The group said any claim that these were genuine business decisions would further demonstrate poor capital management.
Meeting record date concerns#
When the meeting was finally called, the record date was set for the following day and the notice of meeting and record date was filed on SEDAR+ after the close of markets. Eucalyptus Resources said this prevented more shares from changing hands in time for the record date because of settlement time, even though the company later clarified that the record date was actually one day later.
The group called the tactic highly unusual and said it broke from the company’s historical notice periods, which exceeded 20 days at each of TNR Gold’s last three shareholder meetings. Eucalyptus Resources said the company has an ineffective board with a record of poor governance, excessive compensation and a lack of independence.
