ISS Backs TNR Gold Chairman in Proxy Fight

TNR Gold’s proxy fight has entered its final week with Institutional Shareholder Services recommending that investors re-elect executive chairman Kirill Klip and withhold support from dissident nominee Jon Christian “JC” Evensen.

ISS said TNR outperformed its royalty-sector peers over the three- and five-year periods ending on the unaffected date, according to the company’s September 14 announcement. The proxy adviser also concluded that Eucalyptus Resources Opportunities Fund 1, led by Evensen, had not presented an adequate plan for running the company after seeking effective control.

That judgment gives management a useful advantage as the September 22 annual and special meeting approaches. TNR shareholders must submit proxies by 10 a.m. Pacific time on September 18, with management urging investors to vote only the blue proxy.

The dispute centers on whether TNR should preserve its royalty-focused strategy under Klip or hand control to Eucalyptus, which has criticized the company’s governance, dilution, compensation and progress at its exploration assets. Eucalyptus has urged shareholders to support its green proxy and replace the board with its own nominees.

ISS identified TNR’s strategic investment from Altius Minerals as the clearest example of value creation during Klip’s tenure. Altius invested about C$4.2 million through a private placement completed in May, receiving 23.5 million shares. It later bought another 7.435 million shares at C$0.23 each, lifting its total holding to 30.935 million shares.

That relationship matters because Altius is a specialist royalty company and a potential source of commercial validation for TNR’s portfolio. The company holds royalty interests tied to projects operated by larger miners, including Ganfeng Lithium’s Mariana project in Argentina, where the first lithium chloride export was completed in February, and McEwen Copper’s Los Azules project. TNR also owns a major interest in the Shotgun gold project in Alaska.

The recommendation does not settle the contest. It does, however, sharpen the choice for shareholders: continuity around a portfolio moving toward royalty cash flow, or a wholesale board change without the detailed operating blueprint ISS said was missing.