Altius Minerals (TSX: ALS) has entered a definitive agreement to acquire all the TNR Gold (TSXV: TNR) shares it does not already own for an estimated $122 million, by way of a court-approved plan of arrangement, the company announced on Wednesday. Each TNR share will be exchanged for 0.0072 Altius shares and a quarter share in a new spinout company holding the Shotgun gold project in Alaska, an implied $0.48 per share, made up of about $0.38 in Altius stock and $0.10 in spinout shares, a premium of about 60 percent to TNR’s closing price on November 10. Shareholders holding about 28 percent of TNR have signed voting support agreements, a shareholder vote is expected in December, and closing is expected in or around the first quarter of 2027, subject to shareholder, court and regulatory approvals.
The prize is TNR’s royalty portfolio in Argentina: an effective 0.36 percent net smelter return royalty on McEwen Copper’s Los Azules copper project, which targets completion of project financing and a final investment decision by mid-2027 and first production in 2030, and an effective 1.35 percent royalty on Ganfeng Lithium’s operating Mariana lithium brine project, now ramping toward 20,000 tonnes a year of lithium carbonate. Altius will retain a 0.5 percent royalty on the spun-out Shotgun project and subscribe $2.2 million to lift its spinout stake to about 19.9 percent.