Altius Minerals (TSX: ALS) has agreed to acquire TNR Gold (TSXV: TNR) in an all-stock deal valued at C$122 million. The deal looks set to end a months long fight over control of the royalty company’s board.
Under the plan of arrangement, TNR shareholders will get 0.0072 of an Altius share and 0.25 of a share in a newly formed spinout company for each TNR share they hold. That works out to C$0.48 per share, a premium of roughly 60% to TNR’s closing price on November 10.
Most of the value comes in Altius stock, at about C$0.38 per share or C$97 million in total. The remaining C$25 million in value comes through TNR SpinCo, which will hold the Shotgun gold project in Alaska. Former TNR shareholders will own 88% of the new SpinCo, with Altius to own the rest. Altius then plans to undertake a C$2.2 million investment that would lift its stake to 19.9%, while also keeping a 0.5% net smelter return royalty on Shotgun.
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The core of the transaction is TNR’s Argentine royalty portfolio. Altius gains an effective 0.36% NSR on McEwen Copper’s Los Azules copper project, which is targeting financing and a final investment decision in mid-2027. It also gains an effective 1.35% NSR on Ganfeng Lithium’s Mariana lithium brine operation, which is ramping toward 20,000 tonnes per year of lithium carbonate equivalent.
“The Arrangement Agreement with Altius is a pivotal milestone,” said TNR executive chairman Kirill Klip, adding that the deal validates the value built for shareholders.
The agreement follows a bruising proxy contest. Eucalyptus Resources, which calls itself TNR’s largest shareholder, spent much of the year pushing to replace the board over governance concerns and a lagging share price. Eucalyptus said it had support from more than 46% of eligible votes, and TNR cancelled its September 22 meeting days before it was due to take place. The company cited alleged undisclosed coordination between Eucalyptus and other shareholders. The meeting was later moved to December 8.
Altius had been building its position throughout. It closed a C$4.2 million strategic investment in TNR in May and bought another 7.4 million shares on the open market in July. That took its stake to 12.7% before it submitted a non-binding proposal in early October.
Eucalyptus and its principals have now signed voting support agreements along with TNR’s directors and officers. Together they hold about 28% of the shares outstanding.
The deal needs approval from two-thirds of votes cast by TNR shareholders, plus a majority of minority votes, at a meeting expected in December. Closing is targeted for the first quarter of 2027.
Altius Minerals last traded at $53.01 on the TSX.
