Altius Minerals agrees to acquire TNR Gold in C$122M royalty deal
TNR holders would receive Altius shares and a stake in an Alaska gold spinout, subject to shareholder, court and exchange approvals.
Mara Quinlan
Altius Minerals Corporation TSEALS OTCMKTSATUSF said on Wednesday it agreed to acquire TNR Gold Corp. CVETNR in a transaction valuing TNR at about C$122 million. The proposed C$0.48 per share package represents an estimated 60 per cent premium to TNR's Nov. 10 close, including the assigned value of a gold-project spinout.
Before the announcement, Altius TSEALS shares fell 2.2 per cent to C$53.01 at the Nov. 10 close, recorded at 4 p.m. EST on the TSX. TNR CVETNR shares closed unchanged at C$0.30 at 4 p.m. EST on the TSX Venture Exchange on Nov. 10.
Under the Nov. 11 agreement, each eligible TNR share would be exchanged for 0.0072 Altius shares and 0.25 of a share in a newly formed British Columbia company, TNR SpinCo. The release assigns C$0.38 per TNR share to Altius stock and C$0.10 to the SpinCo interest.
Altius would acquire effective net smelter return royalties of 0.36 per cent on Los Azules copper and 1.35 per cent on Mariana lithium in Argentina, alongside a Josemaria copper-gold royalty interest. Closing requires TNR shareholder approval, Supreme Court of British Columbia orders and TSX approval to list the consideration shares.
"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," Altius chief executive Brian Dalton said in the release.
The Nov. 11 valuation comprises C$97 million in Altius shares and C$25 million assigned to SpinCo. It uses Altius's Nov. 10 closing share price, so the stock component's value can change before completion.
The Nov. 11 terms give SpinCo the Shotgun gold project in Alaska and related assets and liabilities. Altius would retain a 0.5 per cent net smelter return royalty on Shotgun.
Under the Nov. 11 agreement, Altius would subscribe C$2.2 million for SpinCo shares at closing, increasing its interest to about 19.9 per cent from about 12 per cent. The acquisition consideration itself consists of shares rather than cash.
Former TNR shareholders would initially hold about 88 per cent of SpinCo before that subscription, while fractional share entitlements would be rounded down without compensation.
Read more: Benton Resources signs Great Burnt spinout agreement with C$10M financing
TNR directors and officers are among shareholders representing about 28 per cent of outstanding shares who signed voting and support agreements. Approval requires at least two-thirds of votes cast and a simple majority after excluding votes required under minority-protection rules.
The purchase would add copper and lithium royalty exposure to Altius, while peer Franco-Nevada Corporation TSEFNV NYSEFNV describes its business as gold-focused royalties and streaming.
TNR expects to hold its shareholder meeting in December 2026.
