Altius Minerals now holds 12.7% of TNR Gold

Altius Resources Inc., a subsidiary of Altius, acquired 7,437,500 shares of TNR Gold Corp. (TNR) on July 17, 2026, at C$0.23 per share for an aggregate value of C$1,710,625. This transaction increased Altius’s holding from 23.5 million shares, representing approximately 9.8% of the company, to 30,937,500 shares, or approximately 12.7%. TNR had already publicized this purchase on July 22, 2026.

On Oct. 5, 2026, Altius received a response to a non-binding proposal it had presented to TNR regarding the potential acquisition of all common shares of TNR that Altius did not already own. Pursuant to this response, Altius entered into an exclusivity arrangement with TNR in connection with the non-binding proposal.

Altius stated that no decisions have been made regarding the proposal and that there can be no assurance a binding offer will be made, that any transaction will result, or as to the timing, structure, or terms of any potential deal. The company noted that the shares were acquired for ordinary course of business and for investment purposes, while reserving the right to increase or decrease its position. Share counts used in the filing were 238,881,780 shares as of July 17, 2026, and 244,081,780 shares as of the release date.

TNR Gold Corp. (TNR) received a non-binding proposal from Altius to acquire all remaining shares, accompanied by an exclusivity arrangement. This potential change-of-control transaction marks a significant shift from the incremental open-market purchases that preceded it. The proposal does not include an offer price, premium metric, valuation, timeline, form of consideration, or financing condition disclosure. Consequently, investors cannot assess whether any deal would be at a premium to the C$0.29 market price or to Altius's own blended cost.

Based on provided figures, Altius’s blended cost is approximately C$0.19 per share. This figure is derived from 23.5 million shares acquired at C$0.1775 (totaling ~C$4,171,250) and 7,437,500 shares at C$0.23 (totaling ~C$1,710,625), resulting in a total of C$5,881,875 for 30,937,500 shares. Any takeout would be struck for control of the whole company, making this entry cost background information.

The market reaction was measured rather than euphoric. The stock closed at C$0.26 on Oct 5 and C$0.29 on Oct 6, representing an increase of about 11.5%. This performance is well below what a firm, priced takeout would typically trigger, consistent with the market treating the item as a real but unquantified possibility.

The relationship that produced this proposal was built through the April/May 2026 Altius private placement, which included a Right of First Offer on TNR's Mariana and Los Azules royalties and a five-year voting support agreement. That voting agreement was publicly criticized by dissident Eucalyptus and by ISS as a "tool of entrenchment." A proposal that converts that same friendly relationship into ownership of the whole company amplifies a governance question the market has already flagged. This is not an earnings release, so there are no new results to assess.

TNR Gold Corp. (TSXV: TNR) is a Vancouver-headquartered royalty and gold company that does not operate mines, instead holding royalties and project interests while third-party operators develop the underlying assets.

The company’s portfolio includes the Mariana Lithium Project in Salta, Argentina, where it holds a 1.5% NSR royalty, with 0.15% held for a shareholder. Operator Ganfeng Lithium, via Litio Minera Argentina (LMA), is the 100% owner. LMA holds a repurchase right over 1.0% of the NSR for C$900,000 to TNR and C$100,000 to the shareholder, after which TNR would hold 0.45% NSR. Phase 1 production of 20,000 tonnes per year of lithium chloride was inaugurated on February 12, 2025, with first exports of 240 tonnes occurring in February 2026. This represents the company's nearest-term royalty cash-flow asset.

In Argentina, TNR also holds a 0.4% NSR royalty (0.04% held for a shareholder) on the Los Azules Copper-Gold-Silver Project, operated by McEwen Copper, which is 46.3%-owned by McEwen Inc. A feasibility study in October 2025 showed a post-tax NPV(8%) of US$2.94 billion, a 19.8% IRR, a 22-year life, and C1 costs of US$1.71/lb. Final investment decision is targeted for mid-2027, with production targeted for 2030.

The portfolio further includes the Josemaria Project (Batidero I & II) in Argentina, subject to a 7% net profits royalty. This asset is owned by Vicuña Corp., a 50/50 joint venture between Lundin Mining and BHP, with BHP having paid Lundin US$690 million for 50% of Josemaria.

In Alaska, TNR owns 90% of the Shotgun Gold Project, which has an inferred resource of approximately 705,960 ounces of gold. The company’s strategy is to attract a joint venture partner with a major gold miner, and a standalone entity, AmeriGold, was incorporated as a potential spinout vehicle.