It is Time for Change
Vote the Green Proxy to Support Positive Change
Submit your vote no later than 9 p.m. Eastern Time on September 17, 2026.
Voice your support for change at the upcoming annual general and special meeting of shareholders of TNR Gold, to be held on September 22, 2026 by voting for Eucalyptus Resources’ highly experienced and independent director nominees.
Why Change is Needed
Eucalyptus Resources is nominating the Nominees for election at the upcoming AGM as a result of the incumbent Board’s mismanagement of the Company, including:
None of the director nominees last put forward by management (the “TNR Director Nominees”) appear to have any public board experience outside of TNR Gold, aside from Kirill Klip’s disastrous tenure at International Lithium Corp., where he destroyed nearly 90% of the value of the company during his tenure. The other directors not only do not have any board experience, they also lack any senior management or executive experience.
The TNR Director Nominees fail to achieve the low corporate governance hurdle of being majority independent; in fact, they fail to clear the common sense hurdle of being majority not-from-the-same-family. There is a clear corporate governance crisis at TNR, whereby the director nominees are obviously handpicked by Kirill Klip to serve his own agenda; how else could one explain his completely unqualified son’s appointment to the board?
Leading independent proxy advisory firm ISS found no TNR director nominee worthy of election at TNR Gold’s 2025 annual general meeting, recommending shareholders WITHHOLD from all nominees for a myriad of governance failures, including:
- the gross governance breach of having the CEO serve on the audit committee;
- having no designated nominating committee (see above for how this creates major issues) or compensation committee (see below for how this creates major issues), with the non-majority independent board fulfilling those roles on a de facto basis; and
- Failing to provide audit fee disclosure.
Operating with no formal compensation committee and his hand-picked directors, including his own son, left to determine his remuneration for years, Kirill Klip has practically been able to set his own compensation. In fiscal 2023 (“FY2023”) he issued himself 1,800,000 fully-vested options. If that sounds crazy, remember TNR Gold is a pre-revenue royalty company, so one could assume these wild option grants are to conserve cash. That assumption would be incorrect in this case, since he also found suitable to also pay himself $235,000 in cash compensation. Still not satiated, he also managed to siphon off a further $320,000 cash bonus; in what world is a cash bonus equivalent to over 190% of base salary and $555,000 in cash compensation appropriate at a company with no revenues, all on top of substantial option grants?
Konstantin Klip has also been able to secure himself a handsome salary from his father and friends; he collected cash compensation of $117,000 in FY2023 for his management role of “VP, Corporate Development” – few companies pay their underqualified corporate development employees nearly 1.5x what they pay their chief financial officer, but few publicly traded companies have that corporate development employee and his father on the de facto compensation committee to make that happen. Konstantin Klip was also paid a cash bonus in FY2023 of 25% of his other cash compensation, for reasons that were never disclosed.
Since Kirill Klip was appointed CEO in 2017, the Klip family has been paid over $2.4mm in cash compensation – truly astounding for a pre-revenue company.
- If elected, the Eucalyptus Nominees will enact immediate corporate governance improvements, including a majority independent board, along with a fully independent audit committee.
Kirill Klip and the board have a demonstrated pattern of both option grants and exercises just days before major TNR Gold news is publicly disclosed. In 2023, the TNR Board issued options to directors and officers the next day after receiving an unsolicited offer to acquire the Company, at a strike price 37.5% below the offer price. TNR Gold didn’t even disclose receipt of the unsolicited bid until a week after the fully-vested options were granted.
Between March 20 and March 27, 2026, Kirill Klip sold 1,000,000 shares into the public market and just four business days later, on April 2, 2026, TNR entered into the highly dilutive Altius Private Placement (see below) that it announced on April 6, 2026. Shareholders would be right to question if it is at all credible that an agreement to acquire 9.9% of the Company, along with terms relating to right of first offer agreement on individual royalties and a voting agreement came together in the space of just four business days, or if Kirill Klip traded on knowledge of the forthcoming agreement. Once could be a coincidence, but twice is a pattern.
On the very first day Kirill Klip was appointed CEO of TNR Gold he proclaimed one of his principal goals to be to “minimise dilution”. It’s hard to give this objective any grade except an ‘F’, having expanded the float by over 60%, issuing over 90,000,000 shares. Many of these have been to himself and other insiders, with Kirill Klip exercising over 10,000,000 options since the start of 2025 and turning around and flooding the market with many of the resulting shares.
The TNR board has been working on entrenching itself from the will of its shareholders for some time now. In a November 28, 2025 press release, the Company scheduled the 2026 annual meeting for June 16, 2026. They’ve now delayed the meeting over three months later while management exercised options in advance of the record date and worked on the Altius Private Placement.
With revenue imminent from the Mariana Lithium NSR royalty and no capital expenditure need or business case for these funds, it was clear from the off-market 5-year voting support agreement that shareholders were forced to cede 9.9% of their company to try and make sure Kirill Klip and his son keep their jobs. As if this wasn’t obvious enough, it was made all the more clear by TNR Gold using a portion of the proceeds to turn around and buyback shares via the NCIB, initiated at a share price nearly 44% higher than the Altius Private Placement. Shareholders should question how it’s possible the Company had significant cash needs on May 25, 2026 (selling shares at $0.1775) but excess cash 35 days later, on June 29, 2026, that they were willing to use to buyback shares at $0.24? If management were to make the claim that these were genuine business decisions it would only further demonstrate their inept capital management.
Once they finally did call the Meeting, they set a record date of the following day and filed the Notice of the Meeting and Record Date on SEDAR+ after the close of markets, ensuring no more shares could change hands in time for the Record Date, on account of settlement time, even though they then inexplicably and belatedly “clarified” that the Record Date was actually one day later. This is a highly unusual tactic and breaks greatly from the Company’s historical notice periods, in excess of 20 days at each of TNR’s last three shareholder meetings.
Kirill Klip has created significant reputational damage around the Company through his bizarre and paranoid ramblings on his frenetic blog, in the Company’s official press releases, and through his X account, where he has tweeted well over 600,000 times in confusing and repetitive posts. He has written blog posts referring to major shareholders as “cockroaches”, made truly confusing references to TNR Gold “being ready for [its] first Michelin Star”, and in a June 17, 2025 blog post1 attacking Eucalyptus Resources President JC Evensen, tried to “tag” the X accounts of the FBI, the NSA, the SEC, FINRA, Elon Musk, Donald Trump, and Melania Trump, demonstrating a concerningly tenuous grasp on reality. Not only should shareholders question the soundness of his judgment, they should also consider the chill this erratic behaviour casts over the industry and potential partners and investors in TNR Gold.
1 https://kirillklip.blogspot.com/2025/06/the-era-of-fud-how-concerned-citizens.html
The Altius Private Placement wasn’t the first instance of TNR’s buyback-issuance yo-yo, this time in reverse; on April 10, 2024 TNR Gold announced the repurchase of 6.1 million shares with the stock closing at $0.055 that day. Four months later, on August 12, 2024, the Company announced a non-brokered private placement of substantially all the shares it just bought back (5,150,000 shares) and 2,575,000 warrants for $0.06, citing funding needs for exploration and maintenance of the Shotgun Project. When management bought back shares four months earlier, did they not anticipate the cash needs for exploration and maintenance?
Kirill Klip has been CEO of TNR Gold for nearly a decade and in that time has failed to complete even a single royalty acquisition, nor make any progress on the Shotgun Project. Concerningly, in a December 4, 2025 interview he stated he expects the first royalty payment from the Mariana Royalty NSR Royalty “literally in the next few weeks”, yet we are now 38 weeks later and the Company has provided no update. Shareholders will have to question if he even understands the status of the Company’s core royalty assets. With a handsome cash salary and an unending tap of options flowing it’s hard to see what incentive he would have to do anything besides coast on the Company’s existing assets.
With the revenue from the Mariana Lithium NSR Royalty seemingly imminent, the time is now for a serious, professional, and qualified slate of directors to provide TNR Shareholders the stewardship they deserve for their investment. Kirill Klip’s abysmal track record and self-serving actions have been somewhat constrained by TNR’s early stage, but as the Company’s assets mature the guardrails will be removed and TNR Shareholders should be very concerned about what his future plans may be.
In addition to the above, not a single director on the Friends and Family Board of TNR has served on a public company board outside of TNR Gold or International Lithium Corp.; this is a uniquely inexperienced and unqualified board.
Why Support Us
Each of the Eucalyptus Nominees is independent from management and none are immediate family members. If elected, it’s expected that the audit committee will be constituted entirely of independent directors (as opposed to the executive chair CEO serving on the committee, as was practice for years at TNR Gold, or the VP, Exploration who has just been appointed to the committee).
- It is also expected that formal compensation and nominating committee, each comprised entirely of independent directors, will be constituted, a basic governance configuration TNR Gold finally instituted after Eucalyptus Resources’ made the public commitment on August 28, 2026.
- Sandra Bates is the first female director nominee at TNR Gold in nearly seven years, since their January 27, 2020 annual meeting.
Sandra Bates would add important legal expertise. Michael Horner is the former CFO of an >$1B market cap London Stock Exchange issuer and Dušan Petković is a CFA charter holder.
Three of the four Eucalyptus Nominees each own or control over 800,000 shares and over 37 million shares in total, all purchased in the market rather than via dilutive option exercises demonstrating deep faith in the value to be unlocked with the right team in place. Eucalyptus Resources has no material business relationship with any of the nominees, each of whom were selected on the basis of their complementary skills and experiences and independence.
With a professionalized team with extensive networks in global capital markets combined with improved corporate governance, it is expected to attract a wider suite of potential partners and investors in TNR Gold.
TNR is currently benchmarking itself against far larger and far more complex royalty companies. The existing portfolio cannot support the large expenditure levels unbefitting of a company of this size.
The level of cash compensation, particularly in conjunction with excessive option grants, make little sense from a shareholder perspective.
Vote The Green Proxy To Support Positive Change
Questions or Require Voting Assistance?
Questions or requests for voting assistance may be directed to the proxy solicitation agent:
North American toll-free: 1-877-452-7184
International: 416-304-0211
Email: assistance@laurelhill.com