ISS Recommends Shareholders Vote for Eucalyptus Resources' Nominees at TNR Gold Meeting

Leading independent proxy advisor ISS has issued a scathing report on the board of TNR Gold Corp., recommending shareholders vote for Eucalyptus Resources' nominees in the upcoming annual general and special meeting. The report, which was made public on September 14, 2026, highlights numerous missteps and shortcomings in TNR's governance and management, particularly under the tenure of Kirill Klip as CEO and chairman.

According to the ISS report, TNR's board has made significant missteps since Klip became CEO and chairman. The firm's analysis reveals that TNR negotiated a right of first offer (ROFO) on two of its key royalty assets in exchange for a five-year voting support agreement with Altius Minerals Corporation. This arrangement, ISS argues, is a tool of entrenchment that will keep the Klip family on the board for an additional five years.

Eucalyptus Resources, the largest shareholder of TNR, has received significant support from shareholders, with approximately 43% of TNR shares supporting its nominees. The firm's President, JC Evensen, expressed gratitude to the shareholders who have already voted in support of the nominees and urged others to do the same.

The ISS report also highlights several other troubling aspects of TNR's governance. It notes that Konstantin Klip, a director and VP of Corporate Development, has never visited any of TNR's assets in his six-year tenure. This, combined with TNR's lack of corporate development over this period, raises questions about the board's effectiveness. Additionally, the report criticizes the board's decision to pay Kirill Klip a cash bonus of $320,000 in 2023, despite the company not generating revenue. The bonus was tied to the repayment of a loan, with the board determining the amount based on the number of years Kirill Klip had served as a director or officer.

Furthermore, the ISS report points out that TNR's board lacks independent compensation and nominating committees. The board's formation of a combined compensation, nominating, and governance committee in August 2026 is seen as a reactive measure, given the ongoing activist campaign. The report also questions the appointment of Konstantin Klip to the audit committee, noting that he has a full-time position with the UK Home Office and limited time to devote to his TNR responsibilities.

In response to these criticisms, Eucalyptus Resources has presented a compelling case for change, arguing that the current board's actions have not been in the best interest of shareholders. The firm's nominees, Sandra Bates and Dušan Petković, are seen as a fresh start for TNR.

The upcoming annual general and special meeting, scheduled for September 22, 2026, will be a critical juncture for TNR. Shareholders are encouraged to review the ISS report and consider voting for Eucalyptus Resources' nominees to effect the necessary changes at the company. The report's findings underscore the need for improved corporate governance and a more transparent approach to shareholder engagement.