TNR Gold Corp (TSX-V:TNR, FRA:TNW, OTC:TRRXF) has agreed to a $122 million takeover by Altius Minerals Corporation (TSX:ALS, OTCQX:ATUSF), with shareholders also set to receive shares in a new company that will hold its Shotgun Gold Project in Alaska.
Under a definitive arrangement agreement announced Wednesday, Altius will acquire all TNR Gold shares it does not already own, while TNR will transfer its interest in the Shotgun project to a newly incorporated company, SpinCo.
TNR shareholders, excluding Altius and dissenting shareholders, will receive 0.0072 of an Altius share and 0.25 of a SpinCo share for each TNR share held.
Based on Altius’s November 10 closing share price, the transaction values TNR at approximately $122 million, or $0.48 per share. This represents a premium of around 60% to TNR’s closing share price on the TSX Venture Exchange that day.
The consideration comprises approximately $97 million in Altius shares and $25 million in SpinCo shares.
Altius currently owns approximately 12.7% of TNR through its subsidiary Altius Resources. Following completion, TNR will become a wholly owned subsidiary of Altius and its shares will be delisted from the TSXV.
The deal follows an unsolicited, non-binding proposal from Altius in October, after which TNR’s independent directors formed a special committee to review the offer and entered into an exclusivity agreement with the buyer.
TNR’s special committee and board have unanimously recommended the transaction, following receipt of an oral fairness opinion from Evans & Evans that the consideration is fair from a financial point of view to shareholders other than Altius and its affiliates.
TNR executive chairman Kirill Klip described the agreement as a milestone for the company, saying it recognized the value created for shareholders and offered a compelling outcome.
“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,” Klip said in a statement.
For Altius, the acquisition will consolidate its existing royalty interests in the Los Azules copper project and Mariana lithium brine project, while providing exposure to the longer-term development of both assets.
Altius CEO Brian Dalton said the Los Azules royalty offered the potential for decades of additional copper exposure, while the Mariana royalty would strengthen its operating-stage lithium interests.
Altius has also agreed to invest approximately C$2.2 million in SpinCo through a private placement, increasing its expected ownership to about 19.9%. It will provide technical support for the Shotgun project and other project-generation activities.
Before completion, TNR will transfer its 90% interest in 0828073 B.C. Ltd. and certain related intercompany receivables to SpinCo. Bristol Exploration Co. will also grant a 0.5% net smelter returns royalty over the Shotgun project to TNR, which will then be wholly owned by Altius.
The arrangement requires approval from at least 66⅔% of votes cast by TNR shareholders, as well as a simple majority of votes cast by shareholders excluding those required to abstain under related-party transaction rules.
Directors, officers and certain other shareholders holding approximately 28.2% of TNR’s outstanding shares have entered into voting support agreements in favour of the deal.
Shareholders are expected to vote on the transaction at an annual general and special meeting to be held on or before December 22, 2026. Completion is expected in the first quarter of 2027, subject to shareholder, court and regulatory approvals.