TNR Gold Enters into Definitive Agreement to Be Acquired by Altius Minerals; Shareholders to Receive Altius Shares and Shares of New SpinCo

TNR Gold Corp. (TNR) has entered into a definitive arrangement agreement dated November 11, 2026, with Altius Minerals Corporation. Under the terms of the deal, Altius will acquire all TNR shares it does not already own, while TNR will spin out its 90% interest in the Shotgun Gold Project in Alaska into a new listed entity, SpinCo.

For each TNR share held, shareholders other than Altius and dissenting shareholders will receive 0.0072 of an Altius share and 0.25 of a SpinCo share. Altius will receive SpinCo shares on its existing TNR stake on the same basis. Based on Altius’s November 10, 2026 TSX closing price, the transaction values TNR at about C$122 million, or about C$0.48 per TNR share. That is roughly C$0.38 in Altius shares plus C$0.10 in SpinCo shares per TNR share, and implies a premium of about 60% to TNR’s C$0.30 close on November 10, 2026.

Altius currently owns 30,937,500 TNR shares, or about 12.7% of the 244,081,780 shares outstanding as of October 6, 2026. SpinCo will hold TNR’s 90% interest in 0828073 B.C. Ltd., which holds the Shotgun Gold Project. Altius has agreed to subscribe for about C$2.2 million of SpinCo shares in a private placement, taking its SpinCo interest to about 19.9%, and will provide ongoing technical support. Bristol Exploration Co., Inc. will grant a 0.5% NSR royalty on the Shotgun Gold Project to TNR Gold once TNR is wholly owned by Altius, meaning Altius retains a 0.5% royalty on the spun-out project.

The Special Committee and Board unanimously recommend the transaction. Evans & Evans provided an oral fairness opinion, with a written opinion to follow. Voting support agreements cover directors, officers and certain shareholders, including Eucalyptus Resources Opportunities Fund 1, LP, Jon Christian Evensen and Alicia Cauteruccio Evensen, together holding about 68,761,240 TNR shares, or about 28.2%.

The meeting is expected on or before December 22, 2026. Approvals include at least 66⅔% of votes cast, plus a simple majority of votes cast excluding Altius, Kirill Klip, Konstantin Klip and related parties under MI 61-101, plus BC Supreme Court orders and TSX/TSXV approvals. Closing is expected in Q1 2027.

TNR options not exercised before closing will be surrendered and cancelled for no consideration. The shareholder rights plan will terminate. Kirill Klip and Konstantin Klip will receive change-of-control payments under consulting agreements, characterized as collateral benefits under MI 61-101. The arrangement agreement includes a C$5 million termination fee payable by TNR to Altius in specified circumstances, including a superior proposal, and a C$5 million reverse termination fee payable by Altius to TNR in certain circumstances. The transaction follows the October 7, 2026 non-binding Altius proposal and the exclusivity arrangement announced at that time.

TNR Gold Corp. (TNR) has entered into a definitive agreement to be acquired by Altius, transforming the October 7 non-binding approach into a binding arrangement supported by the board, a fairness opinion, and voting support from both insiders and the previously dissident Eucalyptus group. The transaction carries a stated value of C$122 million, representing approximately a 67% premium over TNR’s pre-announcement market capitalization of roughly C$73 million, based on a share price of C$0.30. The implied consideration of C$0.48 per share marks a significant increase from Altius’s earlier entry prices of C$0.1775 and C$0.23.

Altius’s involvement with TNR has escalated over time, beginning with a 9.9% strategic stake acquired at C$0.1775 in April/May 2026. This position was increased to 12.7% at C$0.23 in July 2026, followed by a non-binding proposal in October 2026. The definitive agreement at C$0.48 serves as the culmination of this strategic progression. For shareholders, the deal offers an exit at a material premium, replacing TNR’s standalone market capitalization and ownership structure with liquid, TSX-listed Altius shares and exposure to SpinCo.

The consideration structure consists entirely of stock, with no cash component. Approximately 79% of the per-share value is comprised of Altius shares, which are listed and liquid, while the remaining 21% consists of SpinCo shares tied to an early-stage Alaskan gold project. SpinCo is not yet listed and will only be listed subject to TSXV requirements. The release values the SpinCo consideration at approximately C$25 million in aggregate. Additional terms for SpinCo holders include a C$2.2 million Altius private placement and a 0.5% net smelter return (NSR) retained by Altius.

The transaction addresses TNR’s financial challenges on a standalone basis. The company’s latest MD&A flags material uncertainty regarding going concern, noting that TNR has no revenue. For the six months ended June 30, 2026, TNR reported a net loss of C$1,161,419 and an operating cash outflow of C$624,881. Cash holdings stood at C$3,766,840 at June 30, 2026, with no debt. If completed, the Altius transaction replaces this pre-revenue, equity-financed profile; if it fails, TNR would likely return to a financing-dependent standalone position.

Support from the Eucalyptus group significantly reduces the risk associated with the shareholder vote. Eucalyptus had previously opposed the Altius private placement, citing dilution and entrenchment, and launched a proxy fight. Its agreement to vote in favor removes a major contest overhang. However, governance issues remain part of the background, including conflicting same-day releases related to ISS, allegations by Eucalyptus regarding board composition, compensation, dilution, option timing, and a CFO share sale before interim filings. TNR is currently investigating alleged undisclosed joint actors, issues that remain relevant to the minority vote and deal process.

TNR Gold Corp. (TSXV: TNR) is a royalty and gold company listed on the TSX Venture Exchange that focuses on project generation and royalty creation rather than operating mines. The firm holds interests in Argentina and a gold project in Alaska, with its core value drivers centered on the Mariana Lithium Project and the Los Azules Copper Project.

At the Mariana Lithium Project, TNR holds a 1.5% net smelter return (NSR), of which 0.15% is held for a shareholder. Ganfeng Lithium’s subsidiary, LMA, has the option to repurchase 1.0% of the NSR for C$900,000 to TNR and C$100,000 to the shareholder, which would reduce TNR’s interest to a 0.45% NSR. Mariana is an operating asset; Ganfeng inaugurated production at a 20,000-tonne-per-annum lithium chloride plant on February 12, 2025, and completed its first lithium chloride export in February 2026.

TNR also holds a 0.4% NSR at the Los Azules Copper Project, with 0.04% held for a shareholder. McEwen Inc. is the developer of the project, which has a positive feasibility study, a US$240 million term loan closed in September 2026, a targeted final investment decision (FID) for mid-2027, and production targeted for 2030.

Additionally, TNR holds a 7% net profit interest (NPI) on the Batidero I and II properties of the Josemaria Project, which is being advanced by the Lundin Mining/BHP joint venture. This royalty remains with TNR and would be acquired by Altius under the arrangement unless otherwise disclosed.

The company’s gold optionality asset is Shotgun, an Alaskan porphyry project near the Donlin Gold project, in which TNR holds a 90% interest. Prior historical context cited an inferred resource of 705,960 ounces of gold in a November 2025 update. Under the transaction, Shotgun moves into SpinCo, with Altius retaining a 0.5% NSR and providing technical support.

The company is pre-revenue, with Q2-2026 revenue reported as nil. The latest MD&A discloses material uncertainty regarding going concern.