ISS Critiques TNR Gold's Management, backed by Eucalyptus Resources' Support

ISS Condemns TNR Gold Management Amid Eucalyptus Resources' Strong Support

In a recent report, Institutional Shareholder Services Inc. (ISS), a leading proxy advisory firm, issued a sharp criticism of TNR Gold Corp.'s management under the stewardship of CEO Kirill Klip. The ISS report recommends shareholders to vote in favor of Eucalyptus Resources' GREEN proxy, highlighting the numerous governance failures that have plagued TNR's board.

Eucalyptus Resources Opportunities Fund 1, LP, the largest stakeholder of TNR Gold, along with its joint representatives, Jon Christian Evensen and Alicia Cauteruccio Evensen, announced that approximately 43% of TNR shares have already voted for Eucalyptus’s nominees. This support reflects a growing sentiment among shareholders who are calling for significant changes in TNR’s governance.

Governance Concerns

According to the ISS report, the TNR board has made various strategic missteps since Klip’s ascension to CEO and chair, criticizing their «concerning track record of disenfranchising shareholders». The advisory firm noted that the management’s actions have failed to enhance shareholder value, pointing to stagnancy in the company’s stock price during Kirill Klip's tenure as CEO, only starting to improve following Eucalyptus Resources' intervention in the stock.

One striking point made in the report involves the controversial private placement deal TNR struck with Altius Minerals Corporation, which granted Altius critical rights over the company's key assets in exchange for a five-year support agreement. This deal raised eyebrows as it appeared to insulate the TNR board from shareholder scrutiny, further highlighting the board's propensity to favor self-preserving agreements instead of engaging with shareholders’ interests.

ISS also emphasized significant gaps in TNR's corporate governance, including the absence of independent compensation and nominating committees that were dissolved when Kirill became CEO in 2017. The reformation of these committees in 2026 seemed more a reaction to Eucalyptus’s campaign rather than a proactive governance initiative. Such moves indicate a lack of genuine accountability, a situation further underscored by the peculiar payments the Klip family continues to receive despite TNR's failure to produce revenue.

Unqualified Directors and Nepotism

Another alarming observation from the ISS report highlighted that Konstantin Klip, who serves as Vice President of Corporate Development, has failed to visit any of TNR's operational assets in over six years. This concern brings into focus the issue of nepotism within the company, suggesting that appointments to critical roles have been driven more by familial ties than by qualifications.

The report pointed out the absurdity of the significant bonuses intertwined with the Klip family's tenure in positions of high authority without tangible contributions to the company’s progress. A notable example includes the $320,000 cash bonus paid to Kirill in 2023, revealig a questionable decision-making process without substantial justification tied to company success.

Shareholder Activism Encouraged

With the ISS siding largely with Eucalyptus Resources and endorsing its call for shareholder change, Eucalyptus appeals to shareholders to continue their support by voting on the GREEN proxy, emphasizing that the momentum for governance reform must not stop. They caution shareholders against complacency, urging them to engage proactively in reshaping TNR's leadership dynamics.

Eucalyptus has positioned itself as an advocate for accountability, asserting that the current state of TNR mimics that of a family-run enterprise rather than a public company operating in the best interests of its shareholders. The firm stresses the need for a shift away from a model detrimental to stakeholder interests.

As the upcoming meeting on September 22, 2026, approaches, Eucalyptus Resources reinforces its commitment to catalyzing change at TNR Gold, urging all stakeholders who have yet to cast a vote to do so actively, in order to transform the trajectory of TNR Gold into one that genuinely prioritizes shareholder engagement and value enhancement.

In conclusion, the ISS’s unflinching condemnation of TNR's management coupled with Eucalyptus Resources’ growing support among shareholders sets a pivotal stage for potential governance reform. This situation places TNR Gold at a crossroads where urgent, decisive action is pivotal to ensure the long-term viability and reliability of the company as seen by its stakeholders.