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Altius Bids C$122 Million for TNR Gold, Grabbing a Slice of Los Azules Copper

All-share deal values TNR at roughly C$0.48, a 60% premium, ends a bruising boardroom fight and spins Shotgun gold into a new company

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Altius Bids C$122 Million for TNR Gold, Grabbing a Slice of Los Azules Copper

A year-long boardroom brawl at TNR Gold Corp. (TSXV: TNR; OTC Pink: TRRXF) has ended the way many proxy fights quietly hope to: with a cheque. Or, more precisely, with stock.

Altius Minerals Corporation (TSX: ALS; OTCQX: ATUSF) announced Wednesday morning a definitive agreement to acquire every TNR share it does not already own, through a court-approved plan of arrangement valued at about C$122 million and pitched at roughly a 60% premium to TNR's November 10 close.

The terms are all paper. Each TNR share will be exchanged for 0.0072 of an Altius common share plus 0.25 of a share in a newly formed TNR SpinCo, for implied value of about C$0.48 per share, made up of roughly C$0.38 in Altius stock and C$0.10 in SpinCo stock, based on Altius's November 10 TSX close. In aggregate that is about C$97 million in Altius shares and C$25 million in SpinCo shares. TNR's last close before the announcement was C$0.30 on the TSX Venture Exchange.

The Canadian Investment Regulatory Organization halted TNR at 7:42 a.m. ET on Wednesday, pending news. Once trading resumed, buyers wasted little time. By mid-afternoon the stock was up C$0.115, or 38.3%, at C$0.415 across Canadian venues, on about 5.3 million shares worth roughly C$2.1 million, according to Stockwatch data. That is above the stock's previous 52-week high of C$0.365, yet still about 6.5 cents shy of the implied C$0.48, a gap that reflects the all-share structure and the approvals still ahead.

What Altius is really buying is a royalty portfolio pointed squarely at Argentina's copper and lithium build-out. The headline asset is an effective 0.36% net smelter return royalty on Los Azules, the copper project owned by McEwen Copper. According to the release, the Los Azules feasibility study outlines average production of about 148,000 tonnes of copper cathode a year over a 21-year mine life, backed by proven and probable reserves containing 10.2 billion pounds of copper at 0.453% Cu. A final investment decision and project financing are targeted by mid-2027, with first production in 2030.

The second leg is lithium. TNR holds a 1.5% NSR on the Mariana lithium brine project operated by Ganfeng Lithium, which translates into an effective 1.35% for Altius. Mariana is ramping toward 20,000 tonnes a year of lithium carbonate equivalent, and the operator is considering 40,000 tonnes a year; its measured and indicated resource contains 6.9 million tonnes of LCE. A royalty interest on the Josemaria copper-gold project rounds out the package.

TNR's gold exploration side is not part of the royalty grab. The Shotgun Gold Project in Alaska, along with related assets and liabilities, will move into SpinCo, which will be about 88% owned by former TNR shareholders and 12% by Altius. Altius keeps a 0.5% NSR on Shotgun, will subscribe for C$2.2 million of SpinCo shares after closing to lift its stake to about 19.9% at an agreed C$25 million valuation, and will provide technical support for exploration.

The takeover caps a patient creep. Altius first bought in last May, paying C$4.2 million for 23.5 million shares at 17.75 cents to reach 9.9%, a deal that came with a right of first offer over TNR's Mariana and Los Azules royalties, according to The Northern Miner. It added 7.4 million shares at 23 cents in July, lifting its holding to about 13%, then made an unsolicited, non-binding proposal for the rest in early October, after which a TNR special committee entered an exclusivity arrangement.

All of this played out against a governance fight. New York-based Eucalyptus Resources Opportunities Fund, which calls itself TNR's largest shareholder, spent much of the year trying to replace the board, criticized Altius's initial investment as dilutive and objected to the voting agreement that came with it. TNR cancelled its September 22 meeting days before it was due and moved it to December 8, and Eucalyptus said it had support from over 46% of eligible votes, The Deep Dive reported. The detente is now formal: Eucalyptus, Jon Christian Evensen, Alicia Cauteruccio Evensen and all TNR directors and officers have signed voting support agreements covering about 28% of the shares.

Altius CEO Brian Dalton said the deal "adds a significant development stage royalty over the Los Azules project." TNR executive chairman Kirill Klip called it "a pivotal milestone that fully validates the significant value we have created."

For TNR holders, the math is the story. The stock traded between 9 cents and 36.5 cents in the year to early October, The Northern Miner reported, and the implied C$0.48 offer sits well above that range. For Altius, it converts a minority stake and a right of first offer into outright ownership of copper and lithium royalties on projects run by McEwen Copper and Ganfeng, two operators with the balance sheets to actually build things.

The arrangement needs two-thirds of votes cast by TNR shareholders and a simple majority excluding votes that must be set aside under MI 61-101, plus interim and final orders from the Supreme Court of British Columbia and TSX approval to list the new Altius shares. The shareholder meeting is expected in December 2026 and closing in or around the first quarter of 2027, after which TNR would be delisted. TNR's board can change its recommendation for a superior proposal, Altius has a right to match, and a C$5 million termination fee applies in certain circumstances. McCarthy Tétrault LLP is legal counsel to Altius. Lawrence Winter, Ph.D., P.Geo., Altius vice-president, generative and technical, is the qualified person for the technical content.

A few honest caveats. Because the consideration is entirely in shares, the C$0.48 figure will move with Altius's stock price between now and closing. The roughly C$0.10 attributed to SpinCo rests on an agreed valuation for an early-stage Alaskan exploration project, not a market price. And the Los Azules royalty pays nothing until the mine is financed and built, with a final investment decision still targeted for mid-2027 and production for 2030.

Sources:

Disclaimer:

Neither the author of this article nor JuniorStocks holds equity, stock options, or any other financial positions in TNR Gold Corp. (TSXV: TNR; OTC Pink: TRRXF), Altius Minerals Corporation (TSX: ALS; OTCQX: ATUSF) or any other companies mentioned in this publication. This content is published by JuniorStocks strictly for informational purposes, was prepared independently without company compensation, and utilized AI assistance for text editing, formatting, and generating accompanying media. While Altius's royalty-driven buyout of TNR and its exposure to Los Azules copper and Mariana lithium represents a compelling development story, this article does not constitute investment or financial advice. Investors are strongly advised to conduct their own thorough, independent due diligence and consult with a qualified financial professional before making any investment decisions.

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