Altius Announces Definitive Agreement to Acquire TNR Gold Corp.

Altius Minerals Corporation (ALS) has entered a definitive agreement to acquire all shares of TNR Gold Corp. it does not already own through a British Columbia plan of arrangement. Altius currently holds approximately 12.7% of TNR, and the transaction will consolidate TNR’s royalty portfolio while spinning out the Shotgun Gold Project in Alaska into a new entity, TNR SpinCo.

Under the terms of the deal, each TNR share will be exchanged for 0.0072 Altius shares plus 0.25 TNR SpinCo share. The release values the transaction at approximately C$122 million, or about C$0.48 per TNR share, representing a roughly 60% premium to TNR’s closing price on November 10, 2026. The consideration is split into approximately C$97 million in Altius shares and C$25 million in SpinCo shares. Altius will retain about 12% of SpinCo initially, subscribe for C$2.2 million of SpinCo shares post-closing to increase its stake to about 19.9%, and retain a 0.5% NSR on Shotgun.

The key assets Altius acquires include: - Los Azules copper project, Argentina — effective 0.36% NSR. McEwen Copper is the operator; feasibility study targets about 148,000 tpa copper cathode over 21 years, with first production in 2030 and FID targeted by mid-2027. - Mariana lithium brine project, Argentina — effective 1.35% NSR. Ganfeng Lithium is ramping toward 20 ktpa LCE, with a possible expansion to 40 ktpa. - Josemaria copper-gold project, Argentina — royalty included in the TNR portfolio. - Shotgun Gold Project, Alaska — transferred to SpinCo; Altius keeps a 0.5% NSR and a minority SpinCo stake.

Support agreements cover about 28% of TNR shares. Closing requires two-thirds TNR shareholder approval, majority-of-the-minority approval, court and TSX approvals, and is expected in or around Q1 2027. There is a C$5 million termination fee payable by TNR in specified superior-proposal/change-of-recommendation circumstances.

Altius Minerals Corporation (ALS) has finalized a transaction with a headline value of C$122 million, representing approximately 3.9% of the company’s roughly C$3.11 billion market capitalization. The deal is structured primarily through equity, with the Altius share component valued at C$97 million, or about 3.1% of market cap. This issuance involves approximately 1.5 million to 1.8 million Altius shares, resulting in roughly 3% dilution, with no cash outlay required.

The acquisition includes interests in the Los Azules and Mariana projects. Los Azules is not expected to begin production before 2030, while Mariana is currently in its ramp-up phase. Under full production rates, and assuming copper prices between US$4.00 and US$4.50 per pound and lithium prices between US$15,000 and US$20,000 per tonne of lithium carbonate equivalent (LCE), the two main royalties could generate between C$8 million and C$11 million annually. While this provides long-life optionality, the projected income is small relative to Altius’s current revenue base and market capitalization.

The definitive agreement follows earlier disclosures by Altius regarding its 12.7% stake in TNR and an exclusivity arrangement announced on October 5-6, 2026. The transaction carries a 60% premium, paid in Altius shares after the company’s stock had declined from its September high. As there is no post-announcement price data available in the provided series, the market’s immediate reaction cannot be measured.

The release does not constitute an earnings report and contains no new guidance regarding production, costs, capital expenditure, or dividends. Contextual data not included in today’s release indicates that Q3 2026 attributable royalty revenue was $33.3 million and adjusted EBITDA was $27.1 million. The TNR deal is not expected to materially change Altius’s 2026 cash flow.

Altius Minerals Corporation (ALS) operates as a royalty and streaming company focused on long-life, high-margin mining and electricity assets. Its portfolio includes Arthur Gold (0.5% NSR), Kami iron ore (3% gross sales royalty), Voisey’s Bay/Labrador Iron Ore Royalty exposure, Chapada copper stream, Curipamba (2% NSR), Great Bay Renewables (50% effective interest), Lithium Royalty Corp royalties, Saskatchewan potash royalties and a project-generation equity portfolio.

The October 2026 presentation cites jurisdictional NAV exposure of Canada 32%, South America 26%, plus the United States, Ecuador and Brazil. Commodity mix is lithium 32%, electricity 22%, potash 14%, iron ore 13%, gold 7% and other 10%. TNR adds further South American copper and lithium royalty exposure.