The North American royalty giant Altius Minerals is to acquire TNR Gold (TNR ) in an all-share transaction. 

Of particular interest to Altius are two major royalties held by TNR, one over the Los Azules copper project currently being developed by McEwen Mining, and one over the Mariana lithium brine project operated by Ganfeng. 

Under the terms of the deal TNR shareholders will receive 0.0072 of a common share of Altius and 0.25 of a common share of a company designated “SpinCo”, which will hold TNR’s Shotgun gold asset, which is not part of the Altius acquisition.

Altius already holds 12.7% of TNR.

Based on the closing trading price of Altius shares on the Toronto Stock Exchange on November 10 2026 the transaction values TNR at an estimated $122 million. 

This represents an implied consideration paid per TNR Share of approximately $0.48, which is comprised of approximately C$0.38 per TNR Share payable in Altius shares, for aggregate consideration of C$97 million, and approximately C$0.10 per TNR share payable in SpinCo shares (for aggregate consideration of C$25 million). 

The estimated value of the transaction implies a premium of approximately 60% to the closing trading price of TNR Shares on the Venture Exchange on 10th November 2026.

Altius has agreed to subscribe for SpinCo shares by way of private placement for gross proceeds of approximately C$2.2 million. 

Altius will also provide SpinCo with ongoing technical support relating to the Shotgun project and other expected SpinCo project generation activities.

The transaction has been unanimously recommended by the special committee and unanimously approved by the board of directors of TNR Gold, following receipt of an oral fairness opinion from Evans & Evans, Inc., with a written opinion to follow.

Directors and officers of TNR Gold and certain other shareholders, together holding approximately 28.2% of the issued and outstanding TNR Shares, have entered into voting support agreements with Altius.

The transaction will be subject to the approval of TNR shareholders at an annual general and special meeting of shareholders, expected to be held on or before 22nd December. 

To go through the transaction requires at least 66⅔% of the votes cast by TNR shareholders present in person or represented by proxy at the meeting, and 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.

"The Arrangement Agreement with Altius is a pivotal milestone that fully validates the significant value we have created for TNR Gold shareholders,” said Kirill Klip, executive chairman of TNR Gold. 

“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, the chief executive of Altius added: "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."

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Subject to the various approvals and conditions, closing is expected to occur in the first quarter of 2027. If it all goes through, it will be a great result for TNR which, like many smaller companies in the mining sector, has had its ups and downs over the years, but which has now crystalised value for shareholders at a higher level than anyone might have believed just a couple of years ago. The shares rose 40% on the day of the announcement to C$0.42, a twenty-year high.