Business Wire·Nov 11, 2026, 7:30 AM ET

Altius Announces Definitive Agreement to Acquire TNR Gold Corp.

ATUSF

Altius Minerals Corporation has entered into a definitive agreement to acquire all outstanding common shares of TNR Gold Corp it does not already own via a court-approved plan of arrangement.
The Transaction values TNR at an estimated $122 million, representing a 60% premium to TNR's closing trading price on November 10, 2026.
Each TNR share will be exchanged for 0.0072 Altius common shares & 0.25 of a common share of a newly formed British Columbia company called TNR SpinCo.
Altius will acquire TNR's royalty portfolio including interests in the Los Azules Copper Project, Mariana Lithium Project, & Josemaria Copper-Gold Project in Argentina.
TNR SpinCo will hold the Shotgun Gold Project in Alaska & related assets, with Altius retaining a 0.5% NSR interest on the project.
Altius will subscribe for $2.2 million in TNR SpinCo shares to increase its interest to approximately 19.9% at a $25 million valuation.
Los Azules is an advanced copper project in Argentina targeting a Final Investment Decision by mid-2027 & first production in 2030.
Mariana is a lithium brine project operated by Ganfeng Lithium currently ramping up production with potential for expansion to 40 ktpa of LCE.
Shareholders holding approximately 28% of TNR common shares have entered voting & support agreements to vote in favor of the Transaction.
Closing of the Transaction is expected in or around Q1 2027, subject to shareholder, court, & regulatory approvals.
TNR expects to hold a shareholder meeting in December 2026, after which TNR common shares will be delisted & TNR will cease to be a reporting issuer.
A termination payment of $5 million is payable by TNR to Altius if the Agreement is terminated due to a superior proposal or board recommendation change.
The Transaction involves Altius acquiring TNR's operating stage Mariana royalty & development stage Los Azules royalty to expand its copper & lithium exposure.