The Conversation (0)
- TNR Gold cancels its annual general and special meeting of shareholders originally scheduled for September 22, 2026.
- TNR Gold has significant concerns that the integrity of the shareholder voting process has been imperiled by inadequate disclosure and other related issues.
- The annual general and special meeting of shareholders will be rescheduled to a date to be announced as soon as reasonably practicable.
TNR Gold Corp. (TSXV: TNR,OTC:TRRXF) ("TNR Gold", "TNR" or the "Company") announces that the Company's annual general and special meeting of shareholders (the "Meeting") has been cancelled. The Meeting was originally scheduled to be held at 10:00 a.m. (Pacific Time) on September 22, 2026, and will instead be held on a date to be announced as soon as reasonably practicable.
The board of directors of the Company (the "Board") has determined that cancelling the Meeting is necessary and in the best interests of the Company and its stakeholders. As previously announced, TNR is investigating suspected coordinated acquisitions and voting of TNR shares by Eucalyptus Resources Opportunities Fund 1, LP ("Eucalyptus") and certain shareholders believed to be acting jointly or in concert with Eucalyptus. In light of the pattern of acquisitions and other coordination between suspected joint actors, TNR is concerned that shareholders may have been deprived of material information, the potential benefit of a mandatory take-over bid under applicable securities laws, and other potential corporate steps. TNR is also concerned that proxy solicitation materials filed and delivered to shareholders by Eucalyptus may fail to comply with applicable legal requirements.
The Company has raised these concerns with securities regulators.
The Board is committed to the integrity of the voting process and remains committed to holding the Meeting. Given the unresolved concerns and the proximity of the Meeting, the Board is rescheduling the Meeting to ensure transparency and protect shareholders' interests, allow securities regulators to address the issues raised, and enable the Company to take appropriate steps to ensure that shareholders have all required information and material to make fully informed decisions at the rescheduled Meeting.
TNR previously obtained approval under the Business Corporations Act to hold its Meeting by December 24, 2026. The Company intends to hold the Meeting as soon as practicable and before that time and will provide shareholders with ample notice of the new Meeting date once it has been confirmed.
On behalf of the Board of Directors,
Kirill Klip
Executive Chairman
For further information concerning this news release, please contact Kirill Klip +1 604-229-8129
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "will", "could" and other similar words, or statements that certain events or conditions "may" or "could" occur, although not all forward-looking statements contain these identifying words. Specifically, forward-looking statements in this news release include, but are not limited to, statements made in relation to: the Company's investigation into Eucalyptus and potential joint actor arrangements, including whether legally required disclosure was provided; the rescheduling and anticipated timing of the Meeting; and the consideration of the Company's concerns by securities regulatory authorities. Such forward-looking information is based on a number of assumptions and subject to a variety of risks and uncertainties, including but not limited to those discussed in the sections entitled "Risks" and "Forward-Looking Statements" in the Company's interim and annual Management's Discussion and Analysis which are available under the Company's SEDAR+ profile on www.sedarplus.ca. While management believes that the assumptions made and reflected in this news release are reasonable, should one or more of the risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking information. In particular, there can be no assurance that: the Company's investigation will result in a determination that Eucalyptus or any other shareholders were acting jointly or in concert; securities regulators will take any action in respect of the concerns raised by the Company; the Meeting will be rescheduled and held by December 24, 2026; or the issues identified by the Company will be resolved in advance of the rescheduled Meeting. Given these uncertainties, readers are cautioned that forward-looking statements included herein are not guarantees of future performance, and such forward-looking statements should not be unduly relied on.
In formulating the forward-looking statements contained herein, management has assumed that business and economic conditions affecting TNR, and its royalty partners, McEwen Inc., Ganfeng Lithium and Lundin Mining will continue substantially in the ordinary course, including without limitation with respect to general industry conditions, general levels of economic activity and regulations. These assumptions, although considered reasonable by management at the time of preparation, may prove to be incorrect.
Forward-looking information herein and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this cautionary statement. Except as required by law, the Company assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/314944
