An anonymous representative of Eucalyptus reports

EUCALYPTUS RESOURCES RESPONDS TO TNR GOLD'S DILUTIVE AND OFF-MARKET PRIVATE PLACEMENT

Eucalyptus Resources, together with its affiliates, is TNR Gold Corp.'s largest shareholder, and it intends to notify the TSX Venture Exchange with respect to concerns it has in response to the company's April 6, 2026, announcement of a dilutive private placement, which includes an off-market five-year lock-up to support management and right of first refusal over its principal assets, with a subsidiary of Altius Minerals Corp.

Eucalyptus continues to add to its position and is now TNR Gold's largest shareholder

Subsequent to the early warning report filed on SEDAR+ on March 27, 2026, Eucalyptus has acquired an additional 1,568,000 shares of TNR. As a result, Eucalyptus with certain joint actors now controls a total of 28,381,900 shares, representing approximately 13.3 per cent of the issued and outstanding shares, and owns more shares than any other single shareholder of TNR Gold, including executive chairman Kirill Klip.

Questionable timing of the private placement

The timing of the private placement, with the off-market voting lock-up and ROFO, should raise many questions for shareholders of TNR Gold, with TNR Gold being halted pending the announcement of the private placement less than one week following Eucalyptus's early warning report. The company has previously announced the 2026 annual general meeting of shareholders will take place on June 16, 2026, and is clearly using the private placement as an entrenchment tactic. Together with the shares Mr. Klip and his son, Konstantin Klip, own and Altius's commitment to support management, Mr. Klip will effectively control over 20 per cent of the eligible votes at any shareholder meeting, providing outsized control beyond his equity interest and with no control premium being provided to minority shareholders.

While Eucalyptus does not agree with the company's previous adoption of the 2023 shareholders rights plan, it does nonetheless note that, if any other shareholder were to have agreements in place to reach this degree of influence, they could trigger the shareholder rights plan.

Further, Eucalyptus believes that the private placement is wholly unnecessary. TNR states the proceeds will be used to "finance potential corporate development initiatives and for general corporate and working capital requirements"; however, based on the company's third quarter 2025 financial statements, the proceeds represent nearly four years of net cash needs based on the prior nine months rate. This comes nearly two months after the initiation of exports at the Mariana lithium project where the company holds a 1.5-per-cent net smelter royalty that will provide TNR with additional cash flow. TNR shareholders are being needlessly diluted to benefit the incumbent board.

Mr. Klip selling shares into the private placement reveals short consideration given to significant decision for TNR shareholders

Clearly, management of TNR Gold aims to close the private placement in advance of the record date for the 2026 annual general meeting to put its thumb on the scales and entrench itself. Moreover, Mr. Klip was selling shares on March 27, 2026, per filings on SEDI. On the assumption the Mr. Klip would not be transacting in TNR shares during final negotiations of a significant private placement, that means the negotiations on the private placement and ancillary agreements must have been conducted solely during the week of March 30, 2026.

Eucalyptus intends to submit notice to the TSX Venture Exchange outlining Eucalyptus's concerns with respect to the dilutive nature of the private placement and ROFO in an effort to preserve current shareholders' ability to determine the future of the company at the 2026 AGM.

About Eucalyptus Resources

Eucalyptus Resources was founded in 2022 by Jon Christian (J.C.) Evensen and provides advisory services to both global investors and corporate clients in the natural resource industry as well as invests principal capital in the sector.

Advisers

Eucalyptus Resources has retained Farris LLP as its legal counsel and Laurel Hill Advisory Group as its strategic shareholder communications adviser.