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

Vancouver, British Columbia--(Newsfile Corp. - November 11, 2026) - TNR Gold Corp. (TSXV: TNR) ("TNR Gold", "TNR" or the "Company") is pleased to announce that it has entered into a definitive arrangement agreement dated November 11, 2026 (the "Arrangement Agreement") with Altius Minerals Corporation (TSX: ALS) (OTCQX: ATUSF) ("Altius"), pursuant to which Altius will acquire all of the issued and outstanding common shares of TNR Gold (the "TNR Shares") that it does not already own, and TNR Gold will spin out its interest in the Shotgun Gold Project in Alaska to a new company ("SpinCo") (together, the "Transaction"). Under the terms of the Arrangement Agreement, for each TNR Share held, TNR shareholders (other than Altius and dissenting shareholders) will receive 0.0072 of a common share of Altius (an "Altius Share") and 0.25 of a common share of SpinCo (a "SpinCo Share") (together, the "Consideration"). The Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). The Transaction follows the Company's announcement on October 7, 2026, that it had received an unsolicited non-binding proposal from Altius regarding the potential acquisition of all TNR Shares not already owned by Altius, and that, following a review of the proposal by a special committee of independent directors of the Company (the "Special Committee"), the Company had entered into an exclusivity arrangement with Altius. Altius currently beneficially owns and controls, through Altius Resources Inc., 30,937,500 TNR Shares, representing approximately 12.7% of the issued and outstanding TNR Shares on a non-diluted basis, based on 244,081,780 TNR Shares issued and outstanding as of October 6, 2026. Based on the closing trading price of Altius Shares on the Toronto Stock Exchange ("TSX") on November 10, 2026, the Transaction values TNR at an estimated $122,000,000. This represents an implied consideration paid per TNR Share of approximately $0.48, which is comprised of approximately $0.38 per TNR Share payable in Altius Shares (for aggregate consideration of $97,000,000) and approximately $0.10 per TNR share payable in SpinCo shares (for aggregate consideration of $25,000,000). The estimated value of the Transaction implies a premium of approximately 60% to the closing trading price of TNR Shares on the TSX Venture Exchange ("TSXV") on November 10, 2026. Transaction Highlights Two-part consideration: TNR shareholders (other than Altius and dissenting shareholders) will receive 0.0072 of an Altius Share and 0.25 of a SpinCo Share for each TNR Share held. Altius will receive SpinCo Shares on its existing TNR Shares on the same basis as other shareholders. Liquidity in a diversified royalty company: Altius Shares are listed on the TSX. Altius investment in SpinCo: Altius has agreed to subscribe for SpinCo Shares by way of private placement for gross proceeds of approximately C$2,200,000. Altius will also provide SpinCo with ongoing technical support relating to the Shotgun project and other expected SpinCo project generation activities. Unanimous Special Committee and Board recommendation: The Transaction has been unanimously recommended by the Special Committee and unanimously approved by the board of directors of TNR Gold (the "Board"), following receipt of an oral fairness opinion from Evans & Evans, Inc., with a written opinion to follow. Minority shareholder protection: The Transaction is subject to approval by a majority of the votes cast by TNR shareholders, excluding votes attached to TNR Shares held by Altius and its related parties and any other shareholders required to be excluded under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Support of directors, officers and certain shareholders: All 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. Kirill Klip, Executive Chairman of TNR Gold, stated: "The Arrangement Agreement with Altius is a pivotal milestone that fully validates the significant value we have created for TNR Gold shareholders. 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, CEO of Altius commented: "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." Transaction Details The Transaction will be completed by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). Before the Arrangement becomes effective, TNR Gold will incorporate SpinCo and transfer to it TNR Gold's 90% interest in 0828073 B.C. Ltd. and certain related intercompany receivables. In addition, Bristol Exploration Co., Inc. will grant a 0.5% net smelter returns royalty on the Shotgun Gold Project (the "Shotgun Royalty") to TNR Gold (once it is wholly owned by Altius). Under the Arrangement, each TNR Share will be exchanged for one Class A share of TNR Gold and 0.25 of a SpinCo Share. Each Class A share held by a shareholder other than Altius will then be transferred to Altius in exchange for 0.0072 of an Altius Share. No fractional shares will be issued. TNR Gold stock options that are not exercised before the effective time of the Arrangement will be surrendered and cancelled for no consideration. All outstanding options are fully vested. TNR Gold's shareholder rights plan will terminate under the Arrangement. On completion of the Arrangement, TNR Gold will become a wholly-owned subsidiary of Altius, and the TNR Shares will be delisted from the TSXV. The Arrangement Agreement contains customary representations, warranties and covenants for a transaction of this nature, including non-solicitation covenants on the part of TNR Gold, subject to customary "fiduciary out" provisions that entitle TNR Gold to consider and accept a superior proposal, and a five-business-day right in favour of Altius to match any superior proposal. The Arrangement Agreement provides for a termination fee of C$5,000,000 payable by TNR Gold to Altius in certain circumstances, including if the Arrangement Agreement is terminated in connection with TNR Gold pursuing a superior proposal. The Arrangement Agreement also provides for a reverse termination fee of C$5,000,000 payable by Altius to TNR Gold in certain circumstances. As soon as practicable after the effective time of the Arrangement or such earlier time as the TSXV may require, Altius will subscribe for SpinCo Shares for gross proceeds of approximately C$2,200,000 (the "SpinCo Private Placement"), such that Altius will increase its interest to approximately 19.9% in SpinCo. There are no finder's fees payable in connection with the Transaction. Required Approvals and Timing The Transaction will be subject to the approval of TNR shareholders at an annual general and special meeting of shareholders (the "Meeting"), expected to be held on or before December 22, 2026, by: (i) at least 66⅔% of the votes cast by TNR shareholders present in person or represented by proxy at the Meeting; and (ii) 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. Altius is a "related party" of TNR Gold within the meaning of MI 61-101 by virtue of its ownership of more than 10% of the issued and outstanding TNR Shares, and the Transaction constitutes a "business combination" for the purposes of MI 61-101. Kirill Klip and Konstantin Klip will receive change of control payments under their consulting agreements with the Company in connection with the Arrangement, which constitute "collateral benefits" under MI 61-101. In addition to shareholder approval, completion of the Transaction is subject to the receipt of an interim order and a final order of the Supreme Court of British Columbia, conditional approval of the TSX for the listing of the Altius Shares to be issued under the Arrangement, conditional approval of the TSXV for the listing of the SpinCo Shares, and the satisfaction of certain other closing conditions customary for transactions of this nature. Listing of the SpinCo Shares will be subject to SpinCo's satisfaction of the listing requirements of the TSXV. Subject to these approvals and conditions, closing is expected to occur in Q1 2027. Following completion of the Transaction, TNR Gold will apply to cease to be a reporting issuer under applicable Canadian securities laws. Full details of the Transaction will be set out in the management information circular (the "Circular") to be mailed to TNR shareholders in connection with the Meeting. The Circular will include a summary of the Fairness Opinion (as defined below), the background to the Transaction, the Special Committee's and the Board's reasons for their recommendations, the MI 61-101 disclosure and prospectus-level disclosure about SpinCo. The Arrangement Agreement and the Circular will be filed under TNR Gold's profile on SEDAR+ at www.sedarplus.ca. All shareholders are urged to read the Circular once available, as it will contain important additional information concerning the Transaction. Voting Support Agreements All directors and officers of TNR Gold have entered into voting support agreements with Altius, as have Eucalyptus Resources Opportunities Fund 1, LP, Jon Christian Evensen and Alicia Cauteruccio Evensen. Under these agreements, they have agreed to vote their TNR Shares in favour of the Arrangement, subject to the terms of the agreements. Together they hold approximately 68,761,240 TNR Shares, or approximately 28.2% of the issued and outstanding TNR Shares. Special Committee and Board Recommendation The Special Committee oversaw the evaluation and negotiation of the Transaction. After considering financial advice and the Fairness Opinion, and after careful consideration, the Special Committee unanimously determined that the Transaction is fair and reasonable to TNR shareholders (other than Altius) and in the best interests of TNR Gold, and recommended that the Board approve the Transaction. The Board, acting on the unanimous recommendation of the Special Committee, unanimously determined that the Transaction is fair and reasonable to TNR shareholders (other than Altius) and in the best interests of TNR Gold, and recommends that TNR shareholders vote in favour of the resolution approving the Arrangement. Evans & Evans, Inc. delivered an oral opinion (the "Fairness Opinion") to the Special Committee and the Board to the effect that, as of November 10, 2026, and subject to the assumptions, limitations and qualifications to be set out in its written opinion, the Consideration to be received by TNR shareholders (other than Altius and its affiliates) under the Arrangement is fair, from a financial point of view, to those shareholders. Evans & Evans, Inc. is being paid a fixed fee that does not depend on the conclusions of the opinion or on completion of the Arrangement. Advisors Evans & Evans, Inc. is acting as financial advisor to the Special Committee and delivered the Fairness Opinion. Cozen O'Connor LLP is acting as legal counsel to TNR Gold. Kingsdale Advisors is acting as strategic shareholder advisor and proxy solicitation agent to TNR Gold. McCarthy Tétrault LLP is acting as legal counsel to Altius. About TNR Gold Corp. TNR Gold Corp. is working to become the green energy metals royalty and gold company. Our business model provides a unique entry point in the creation of supply chains for critical materials like energy metals that are powering the energy rEVolution, and the gold industry that is providing a hedge for this stage of the economic cycle. Our portfolio provides a unique combination of assets with exposure to multiple aspects of the mining cycle: the power of blue-sky discovery and important partnerships with industry leaders as operators on the projects that will potentially generate royalty cashflows to contribute significant value for our shareholders. Over the past thirty years, TNR, through its lead generator business model, has been successful in generating high-quality global exploration projects. With the Company's expertise, resources and industry network, the potential of the Mariana Lithium Project and Los Azules Copper Project in Argentina, among many others, have been recognized. TNR holds a 1.5% NSR royalty on the Mariana Lithium Project in Argentina, of which 0.15% of such NSR royalty is held on behalf of a shareholder of the Company. Ganfeng Lithium's subsidiary, Litio Minera Argentina ("LMA"), has the right to repurchase 1.0% of the NSR royalty on the Mariana Project, of which 0.9% is the Company's NSR royalty interest. The Company would receive CAN$900,000, and its shareholder would receive CAN$100,000 on the repurchase by LMA, resulting in TNR holding a 0.45% NSR royalty and its shareholder holding a 0.05% NSR royalty. The Mariana Lithium Project is 100% owned by Ganfeng Lithium. The Mariana Lithium Project has been approved by the Argentina provincial government of Salta for an environmental impact report. Ganfeng Lithium officially inaugurated Mariana Lithium's start of production at a 20,000 tons-per-annum lithium chloride plant on February 12, 2025. TNR Gold also holds a 0.4% NSR royalty on the Los Azules Copper Project, of which 0.04% of the 0.4% NSR royalty is held on behalf of a shareholder of the Company. The Los Azules Copper Project is being developed by McEwen Inc. TNR also holds a 7% NPR on the Batidero I and II properties of the Josemaria Project that is being developed by the joint-venture between Lundin Mining and BHP. TNR provides significant exposure to gold through its 90% holding in the Shotgun Gold porphyry project in Alaska. The project is located in Southwestern Alaska near the Donlin Gold project, which is being developed by Novagold Resources. Following completion of the Arrangement, TNR's interest in the Shotgun Gold Project will be held by SpinCo. At its core, TNR provides a wide scope of exposure to gold, copper, silver and lithium through its holdings in Alaska (the Shotgun Gold porphyry project) and royalty holdings in Argentina (the Mariana Lithium project, the Los Azules Copper Project and the Batidero I & II properties of the Josemaria Project), and is committed to the continued generation of in-demand projects, while diversifying its markets and building shareholder value. On behalf of the Board of Directors, Kirill Klip Executive Chairman www.tnrgoldcorp.com For further information concerning this news release please contact: Kirill Klip, Executive Chairman, TNR Gold Corp. +1 604-229-8129 | [email protected] Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Cautionary Statement Regarding Forward-Looking Information Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "will", "could" and other similar words, or statements that certain events or conditions "may" or "could" occur, although not all forward-looking statements contain these identifying words. Specifically, forward-looking statements in this news release include, but are not limited to, statements made in relation to: the Transaction, including its anticipated benefits, terms, structure and timing; the spin-out of SpinCo, the SpinCo Private Placement and the Shotgun Royalty; the Consideration; the timing and outcome of the Meeting; the anticipated timing of mailing and the contents of the Circular; the receipt of shareholder, court, TSX and TSXV approvals; the listing of the SpinCo Shares and the delisting of the TNR Shares; the satisfaction of other conditions to closing; the anticipated timing of completion of the Transaction; the advancement of TNR's key assets towards development milestones; TNR's future receipt of cash flows from its royalty holdings; and TNR's strategy and business objectives. Such forward-looking information is based on a number of assumptions and subject to a variety of risks and uncertainties, including but not limited to those discussed in the sections entitled "Risks" and "Forward-Looking Statements" in the Company's interim and annual Management's Discussion and Analysis which are available under the Company's SEDAR+ profile on www.sedarplus.ca. While management believes that the assumptions made and reflected in this news release are reasonable, should one or more of the risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking information. In particular, there can be no assurance that: the Transaction will receive the necessary shareholder, court, stock exchange or regulatory approvals, or that the other conditions to the Transaction will be satisfied or waived; the Transaction will be completed on the terms contemplated by the Arrangement Agreement, on the timeline currently anticipated or at all; the SpinCo Shares will be listed on the TSXV or any other exchange; the SpinCo Private Placement will be completed; the Arrangement Agreement will not be terminated in accordance with its terms, including in circumstances that would require TNR Gold to pay the C$5,000,000 termination fee; the announcement or pendency of the Transaction will not adversely affect TNR Gold's business relationships, operating results or the market price of the TNR Shares; TNR's key assets will advance towards development milestones on the timeline currently anticipated or at all; or that TNR will be able to achieve any of its corporate objectives. If the Transaction is not completed, the market price of the TNR Shares may decline and TNR Gold may have incurred significant costs in connection with the Transaction without realizing its anticipated benefits. TNR relies on the confirmation of its ownership for mining claims from the appropriate government agencies when paying rental payments for such mining claims requested by these agencies. There could be a risk in the future of the changing internal policies of such government agencies or risk related to the third parties, in future, challenging the ownership of such mining claims. Given these uncertainties, readers are cautioned that forward-looking statements included herein are not guarantees of future performance, and such forward-looking statements should not be unduly relied on. In formulating the forward-looking statements contained herein, management has assumed that business and economic conditions affecting TNR, and its royalty partners, McEwen Inc., Ganfeng Lithium and Lundin Mining will continue substantially in the ordinary course, including without limitation with respect to general industry conditions, general levels of economic activity and regulations, and that the Transaction will be completed on the terms and timeline currently contemplated. These assumptions, although considered reasonable by management at the time of preparation, may prove to be incorrect. Forward-looking information herein and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this cautionary statement. Except as required by law, the Company assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change. To view the source version of this press release, please visit https://www.newsfilecorp.com/release/323539