TNR Gold Receives Non-Binding Acquisition Proposal from Altius Minerals; Enters into Exclusivity Arrangement

TNR Gold Corp. (TNR) disclosed on October 7, 2026, that it received an unsolicited, non-binding proposal from Altius Minerals Corporation to acquire all common shares of TNR not already owned by Altius. Altius currently holds approximately 12.7% of the issued and outstanding shares.

A Special Committee of independent directors reviewed the proposal, and TNR has entered into an exclusivity arrangement with Altius. The Special Committee continues to evaluate the offer with advisors. The company did not disclose any price, consideration, premium, structure, financing, or timeline in the release. No definitive agreement exists, and the company provided standard language offering no assurance that a transaction will be completed. TNR stated that shareholders need take no action and that it does not intend to comment further unless a definitive agreement is reached.

The remainder of the release outlined the company’s assets, including a 1.5% NSR Mariana lithium interest (0.15% held for a shareholder; LMA repurchase right over 1.0%), a 0.4% NSR Los Azules copper interest (0.04% held for a shareholder), a 7% NPR Batidero I and II (Josemaria) interest, and 90% of the Shotgun Gold porphyry project in Alaska.

TNR Gold Corp. (TSXV: TNR) is a Vancouver-based royalty and project-generation company that describes itself as "working to become the green energy metals royalty and gold company." The company does not hold operatorship on its principal assets, instead maintaining a model focused on holding royalties and free-carried interests over projects run by major partners.

The Mariana Lithium Project in Salta, Argentina, is the only asset in the portfolio currently producing. TNR holds a 1.5% NSR royalty, of which 0.15% is held on behalf of a shareholder, leaving a net interest of 1.35% to TNR. The project is 100% owned by Ganfeng Lithium. Phase 1, a 20,000 tonne-per-annum lithium chloride plant, was inaugurated on 2025-02-12, with an explored resource of approximately 8.12 million tonnes LCE. The company announced the first export of 240 tonnes of lithium chloride on 2026-02-23. Litio Minera Argentina holds the right to repurchase 1.0% of the NSR (0.9% of TNR's interest) for CAN$900,000 to TNR plus CAN$100,000 to the shareholder, which would leave TNR with 0.45% and the shareholder with 0.05%.

The Los Azules Copper Project in San Juan, Argentina, is operated by McEwen Copper Inc., a 46.3%-owned subsidiary of McEwen Inc. TNR holds a 0.4% NSR royalty, with 0.04% held for a shareholder, resulting in a net interest of 0.36% to TNR. A feasibility study completed in October 2025 indicated a post-tax NPV(8%) of $2.94 billion, an IRR of 19.8%, a 3.9-year payback period, and P&P reserves of 10.2 billion lb Cu. The study projected a first-five-year average production of approximately 205 ktpa, C1 cash costs of $1.71/lb, and initial capex of approximately $3.17 billion. Commercial production is targeted for 2030, with a final investment decision (FID) targeted for mid-2027. Strategic equity in McEwen Copper includes Nuton (Rio Tinto) at 17.2% and Stellantis at 18.3%. In September 2026, McEwen Copper closed a $240 million four-year senior secured term loan at 12%, with contributions from Sprott ($112 million), Rob McEwen ($85 million), and others ($43 million). The loan included 15,000 five-year warrants per $1 million of principal at a $40 strike; these are McEwen Copper securities, not TNR securities.

In Argentina, TNR holds a 7% net profits royalty on the Batidero properties, which are part of a project held by the Lundin Mining / BHP 50/50 joint venture, Vicuña Corp. BHP paid Lundin US$690 million for its 50% interest in Josemaria.

The Shotgun Gold Project in Alaska features a porphyry gold project located approximately 190 km south of Donlin Gold. TNR holds a 90% interest in the project, which has an inferred resource of 705,960 ounces based on a 2013 technical report. A surface exploration program was announced on 2026-08-31, explicitly framed as claim maintenance and data-room content for a potential joint venture partner. Management has incorporated AmeriGold as a possible spin-out vehicle.

In terms of near-term cash flow, Mariana is the flagship asset as the only producing entity, although royalty payments have not yet been recognized in reported financials. In value terms, Los Azules is the flagship asset, underpinning the bulk of the royalty NAV and representing the asset most likely to matter to any acquirer. No analyst coverage or price targets were provided in the materials supplied, so no target range can be stated.