TNR Gold Enters into Definitive Agreement to Be Acquired by Altius Minerals; Shareholders to Receive Altius Shares and Shares of New SpinCo
Shareholders would retain Shotgun exposure through SpinCo while receiving Altius shares for their TNR holdings.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Summary
TNR Gold (TRRXF) signed a definitive agreement for Altius Minerals to acquire the TNR shares it does not already own. Eligible holders will receive 0.0072 Altius shares and 0.25 SpinCo shares per TNR share. The estimated transaction value is $122 million, or approximately $0.48 per share, implying an approximately 60% premium to TNR's November 10, 2026 closing price.
SpinCo will hold TNR's 90% Shotgun Gold Project interest. Altius agreed to invest approximately C$2.2 million in SpinCo, increasing its interest to approximately 19.9%. TNR expects closing in Q1 2027, subject to shareholder, court and exchange approvals. The shareholder meeting is expected on or before December 22, 2026. Holders of approximately 28.2% of TNR shares signed voting support agreements. TNR will become wholly owned by Altius and delist from the TSXV; conditional C$5 million termination fees apply to either party.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.Estimated consideration of approximately $0.48 per TNR share implies an approximately 60% premium to November 10, 2026.
- Moderate point. Forward-looking: it has not happened yet and may not happen.Altius agreed to invest approximately C$2,200,000 in SpinCo and provide ongoing technical support.
- Minor point. Forward-looking: it has not happened yet and may not happen.Eligible holders receive 0.0072 Altius shares and 0.25 SpinCo shares per TNR share.
- Minor point. Forward-looking: it has not happened yet and may not happen.SpinCo will retain TNR's 90% Shotgun interest, preserving shareholders' exposure to the project.
- Minor pointVoting support agreements cover approximately 28.2% of outstanding TNR shares.
2 minor points
- Minor pointThe special committee and board unanimously supported the transaction after receiving an oral financial fairness opinion.
- Minor point. Forward-looking: it has not happened yet and may not happen.Altius owes TNR a C$5,000,000 reverse termination fee in specified circumstances.
Negative
- Minor point. Forward-looking: it has not happened yet and may not happen.Closing requires at least 66⅔% shareholder approval and a separate simple majority excluding specified interested holders.
- Minor point. Forward-looking: it has not happened yet and may not happen.Closing also requires British Columbia court orders and conditional exchange approvals; SpinCo must satisfy TSXV listing requirements.
- Minor point. Forward-looking: it has not happened yet and may not happen.SpinCo's private placement will issue shares to Altius, increasing its ownership to approximately 19.9%.
- Minor point. Forward-looking: it has not happened yet and may not happen.TNR owes a C$5,000,000 termination fee in specified circumstances, including termination to pursue a superior proposal.
- Minor point. Forward-looking: it has not happened yet and may not happen.Unexercised TNR options will be cancelled for no consideration at the arrangement's effective time.
2 minor points
- Minor point. Forward-looking: it has not happened yet and may not happen.Kirill Klip and Konstantin Klip will receive change-of-control payments under their consulting agreements.
- Minor point. Forward-looking: it has not happened yet and may not happen.The Shotgun project will carry a new 0.5% net smelter returns royalty granted to Altius-owned TNR.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Vancouver, British Columbia--(Newsfile Corp. - November 11, 2026) - TNR Gold Corp. (TSXV: TNR) ("TNR Gold", "TNR" or the "Company") is pleased to announce that it has entered into a definitive arrangement agreement dated November 11, 2026 (the "Arrangement Agreement") with Altius Minerals Corporation (TSX: ALS) (OTCQX: ATUSF) ("Altius"), pursuant to which Altius will acquire all of the issued and outstanding common shares of TNR Gold (the "TNR Shares") that it does not already own, and TNR Gold will spin out its interest in the Shotgun Gold Project in Alaska to a new company ("SpinCo") (together, the "Transaction"). Under the terms of the Arrangement Agreement, for each TNR Share held, TNR shareholders (other than Altius and dissenting shareholders) will receive 0.0072 of a common share of Altius (an "Altius Share") and 0.25 of a common share of SpinCo (a "SpinCo Share") (together, the "Consideration"). The Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").
The Transaction follows the Company's announcement on October 7, 2026, that it had received an unsolicited non-binding proposal from Altius regarding the potential acquisition of all TNR Shares not already owned by Altius, and that, following a review of the proposal by a special committee of independent directors of the Company (the "Special Committee"), the Company had entered into an exclusivity arrangement with Altius.
Altius currently beneficially owns and controls, through Altius Resources Inc., 30,937,500 TNR Shares, representing approximately
Based on the closing trading price of Altius Shares on the Toronto Stock Exchange ("TSX") on November 10, 2026, the Transaction values TNR at an estimated
Transaction Highlights
Two-part consideration: TNR shareholders (other than Altius and dissenting shareholders) will receive 0.0072 of an Altius Share and 0.25 of a SpinCo Share for each TNR Share held. Altius will receive SpinCo Shares on its existing TNR Shares on the same basis as other shareholders.
Liquidity in a diversified royalty company: Altius Shares are listed on the TSX.
Altius investment in SpinCo: Altius has agreed to subscribe for SpinCo Shares by way of private placement for gross proceeds of approximately C
Unanimous Special Committee and Board recommendation: The Transaction has been unanimously recommended by the Special Committee and unanimously approved by the board of directors of TNR Gold (the "Board"), following receipt of an oral fairness opinion from Evans & Evans, Inc., with a written opinion to follow.
Minority shareholder protection: The Transaction is subject to approval by a majority of the votes cast by TNR shareholders, excluding votes attached to TNR Shares held by Altius and its related parties and any other shareholders required to be excluded under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").
Support of directors, officers and certain shareholders: All directors and officers of TNR Gold and certain other shareholders, together holding approximately
Kirill Klip, Executive Chairman of TNR Gold, stated: "The Arrangement Agreement with Altius is a pivotal milestone that fully validates the significant value we have created for TNR Gold shareholders. Altius is a premier and highly respected partner in the mining and royalty sector, and this Transaction delivers a compelling outcome for our shareholders, and we are thrilled to be making this announcement."
Brian Dalton, CEO of Altius commented: "This transaction adds a significant development stage royalty over the Los Azules project, which offers the potential for decades of increased copper exposure within our portfolio. It also results in the consolidation of an operating stage royalty relating to the Mariana lithium brine project. Both of these assets feature attributes that are hallmarks of Altius's long-term royalty investing strategy. With long to ultra-long potential resource lives, they provide growth optionality over multiple commodity cycles as well as projected cost curve positions that ensure long-term resiliency. We are also pleased to support the SpinCo as it applies the historical project generation and royalty creation strategy that brought the Los Azules and Mariana royalties into its portfolio."
Transaction Details
The Transaction will be completed by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). Before the Arrangement becomes effective, TNR Gold will incorporate SpinCo and transfer to it TNR Gold's
Under the Arrangement, each TNR Share will be exchanged for one Class A share of TNR Gold and 0.25 of a SpinCo Share. Each Class A share held by a shareholder other than Altius will then be transferred to Altius in exchange for 0.0072 of an Altius Share. No fractional shares will be issued.
TNR Gold stock options that are not exercised before the effective time of the Arrangement will be surrendered and cancelled for no consideration. All outstanding options are fully vested. TNR Gold's shareholder rights plan will terminate under the Arrangement.
On completion of the Arrangement, TNR Gold will become a wholly-owned subsidiary of Altius, and the TNR Shares will be delisted from the TSXV.
The Arrangement Agreement contains customary representations, warranties and covenants for a transaction of this nature, including non-solicitation covenants on the part of TNR Gold, subject to customary "fiduciary out" provisions that entitle TNR Gold to consider and accept a superior proposal, and a five-business-day right in favour of Altius to match any superior proposal. The Arrangement Agreement provides for a termination fee of C
As soon as practicable after the effective time of the Arrangement or such earlier time as the TSXV may require, Altius will subscribe for SpinCo Shares for gross proceeds of approximately C
There are no finder's fees payable in connection with the Transaction.
Required Approvals and Timing
The Transaction will be subject to the approval of TNR shareholders at an annual general and special meeting of shareholders (the "Meeting"), expected to be held on or before December 22, 2026, by: (i) at least 66⅔% of the votes cast by TNR shareholders present in person or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast by TNR shareholders present in person or represented by proxy at the Meeting, excluding the votes required to be excluded under MI 61-101, including the votes attached to TNR Shares held by Altius, Kirill Klip and Konstantin Klip, and by any of their related parties and joint actors whose votes must be excluded under MI 61-101.
Altius is a "related party" of TNR Gold within the meaning of MI 61-101 by virtue of its ownership of more than
In addition to shareholder approval, completion of the Transaction is subject to the receipt of an interim order and a final order of the Supreme Court of British Columbia, conditional approval of the TSX for the listing of the Altius Shares to be issued under the Arrangement, conditional approval of the TSXV for the listing of the SpinCo Shares, and the satisfaction of certain other closing conditions customary for transactions of this nature. Listing of the SpinCo Shares will be subject to SpinCo's satisfaction of the listing requirements of the TSXV.
Subject to these approvals and conditions, closing is expected to occur in Q1 2027. Following completion of the Transaction, TNR Gold will apply to cease to be a reporting issuer under applicable Canadian securities laws.
Full details of the Transaction will be set out in the management information circular (the "Circular") to be mailed to TNR shareholders in connection with the Meeting. The Circular will include a summary of the Fairness Opinion (as defined below), the background to the Transaction, the Special Committee's and the Board's reasons for their recommendations, the MI 61-101 disclosure and prospectus-level disclosure about SpinCo. The Arrangement Agreement and the Circular will be filed under TNR Gold's profile on SEDAR+ at www.sedarplus.ca. All shareholders are urged to read the Circular once available, as it will contain important additional information concerning the Transaction.
Voting Support Agreements
All directors and officers of TNR Gold have entered into voting support agreements with Altius, as have Eucalyptus Resources Opportunities Fund 1, LP, Jon Christian Evensen and Alicia Cauteruccio Evensen. Under these agreements, they have agreed to vote their TNR Shares in favour of the Arrangement, subject to the terms of the agreements. Together they hold approximately 68,761,240 TNR Shares, or approximately
Special Committee and Board Recommendation
The Special Committee oversaw the evaluation and negotiation of the Transaction. After considering financial advice and the Fairness Opinion, and after careful consideration, the Special Committee unanimously determined that the Transaction is fair and reasonable to TNR shareholders (other than Altius) and in the best interests of TNR Gold, and recommended that the Board approve the Transaction. The Board, acting on the unanimous recommendation of the Special Committee, unanimously determined that the Transaction is fair and reasonable to TNR shareholders (other than Altius) and in the best interests of TNR Gold, and recommends that TNR shareholders vote in favour of the resolution approving the Arrangement.
Evans & Evans, Inc. delivered an oral opinion (the "Fairness Opinion") to the Special Committee and the Board to the effect that, as of November 10, 2026, and subject to the assumptions, limitations and qualifications to be set out in its written opinion, the Consideration to be received by TNR shareholders (other than Altius and its affiliates) under the Arrangement is fair, from a financial point of view, to those shareholders. Evans & Evans, Inc. is being paid a fixed fee that does not depend on the conclusions of the opinion or on completion of the Arrangement.
Advisors
Evans & Evans, Inc. is acting as financial advisor to the Special Committee and delivered the Fairness Opinion. Cozen O'Connor LLP is acting as legal counsel to TNR Gold. Kingsdale Advisors is acting as strategic shareholder advisor and proxy solicitation agent to TNR Gold. McCarthy Tétrault LLP is acting as legal counsel to Altius.
About TNR Gold Corp.
TNR Gold Corp. is working to become the green energy metals royalty and gold company.
Our business model provides a unique entry point in the creation of supply chains for critical materials like energy metals that are powering the energy rEVolution, and the gold industry that is providing a hedge for this stage of the economic cycle.
Our portfolio provides a unique combination of assets with exposure to multiple aspects of the mining cycle: the power of blue-sky discovery and important partnerships with industry leaders as operators on the projects that will potentially generate royalty cashflows to contribute significant value for our shareholders.
Over the past thirty years, TNR, through its lead generator business model, has been successful in generating high-quality global exploration projects. With the Company's expertise, resources and industry network, the potential of the Mariana Lithium Project and Los Azules Copper Project in Argentina, among many others, have been recognized.
TNR holds a
The Mariana Lithium Project is
TNR Gold also holds a
TNR also holds a
TNR provides significant exposure to gold through its
At its core, TNR provides a wide scope of exposure to gold, copper, silver and lithium through its holdings in Alaska (the Shotgun Gold porphyry project) and royalty holdings in Argentina (the Mariana Lithium project, the Los Azules Copper Project and the Batidero I & II properties of the Josemaria Project), and is committed to the continued generation of in-demand projects, while diversifying its markets and building shareholder value.
On behalf of the Board of Directors,
Kirill Klip
Executive Chairman
www.tnrgoldcorp.com
For further information concerning this news release please contact:
Kirill Klip, Executive Chairman, TNR Gold Corp.
+1 604-229-8129 | info@tnrgoldcorp.com
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 Transaction, including its anticipated benefits, terms, structure and timing; the spin-out of SpinCo, the SpinCo Private Placement and the Shotgun Royalty; the Consideration; the timing and outcome of the Meeting; the anticipated timing of mailing and the contents of the Circular; the receipt of shareholder, court, TSX and TSXV approvals; the listing of the SpinCo Shares and the delisting of the TNR Shares; the satisfaction of other conditions to closing; the anticipated timing of completion of the Transaction; the advancement of TNR's key assets towards development milestones; TNR's future receipt of cash flows from its royalty holdings; and TNR's strategy and business objectives.
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 Transaction will receive the necessary shareholder, court, stock exchange or regulatory approvals, or that the other conditions to the Transaction will be satisfied or waived; the Transaction will be completed on the terms contemplated by the Arrangement Agreement, on the timeline currently anticipated or at all; the SpinCo Shares will be listed on the TSXV or any other exchange; the SpinCo Private Placement will be completed; the Arrangement Agreement will not be terminated in accordance with its terms, including in circumstances that would require TNR Gold to pay the C
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, and that the Transaction will be completed on the terms and timeline currently contemplated. 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/323539
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When is the TNR Gold acquisition by Altius expected to close?
TNR expects the acquisition to close in Q1 2027, subject to required approvals and closing conditions. The shareholder meeting is expected on or before December 22, 2026. Completion requires shareholder approval, British Columbia court orders and conditional exchange approvals.
What happens to unexercised TNR Gold stock options in the Altius acquisition?
TNR stock options not exercised before the arrangement's effective time will be surrendered and cancelled for no consideration. All outstanding options are fully vested.
Can TNR Gold accept a competing acquisition proposal?
TNR may consider and accept a superior proposal under the agreement's fiduciary-out provisions. Altius has a five-business-day matching right. A C$5,000,000 termination fee is payable by TNR in specified circumstances, including termination connected with pursuing a superior proposal.