TNR Gold completes CAN$4.2 million Altius strategic investment
Vancouver, British Columbia--(Newsfile Corp. - May 25, 2026) - TNR Gold Corp. (TSXV: TNR) (" TNR ", " TNR Gold " or the " Company ") is pleased to announce that, further to its news releases dated April 6, 2026 and May 13, 2026 regarding its strategic private placement by Altius Resources Inc. (" Altius Resources "), a wholly-owned subsidiary of Altius Minerals Corporation (TSX: ALS) (OTCQX: ATUSF) (" Altius "), TNR Gold has now completed such private placement (the " Private Placement "). On completion of the Private Placement (" Closing "), the Company issued 23,500,000 common shares to Altius Resources for gross proceeds of $4,171,250. All common shares issued to Altius Resources bear a statutory hold period of four months and one day from the date of Closing.
The proceeds of the Private Placement will be used to finance potential corporate development initiatives, property maintenance and exploration on the Company's Shotgun Gold Project in Alaska, possible royalty acquisition of the portion of the Mariana Royalty and Los Azules Royalty it holds on behalf of a shareholder and for general corporate and working capital requirements. Kirill Klip, Executive Chairman of TNR Gold stated, "We are delighted to welcome Altius as a strategic, non-controlling investor in TNR Gold. The closing of this investment enables TNR Gold to advance the execution of its strategic plan and reflects strong market recognition of the quality of our assets and their potential." Kirill Klip continued, "Our business model provides a unique entry point into the creation of supply chains for critical materials like energy metals, which are powering the Energy rEVolution, and the gold industry that is providing the ultimate hedge during this part of the economic cycle.
Our shareholders are participating in the building of The Green Energy Metals Royalty and Gold Company. In our portfolio, we have a unique combination of assets providing exposure to different parts of the mining cycle, starting with the power of blue-sky discovery, and including partnerships with industry leaders like McEwen Inc., Ganfeng Lithium, Lundin Mining and BHP as operators on the projects that could potentially generate royalty cashflows to contribute value for our shareholders. My holding of 27,763,000 common shares in TNR Gold serves as further evidence of my deep personal commitment to the Company and strong confidence in our experienced team and its strategic development plan.
We look forward to working with Altius to maximize value for all our shareholders." Altius commented, "This investment is consistent with our well-established strategy of patiently acquiring minority equity positions in companies that hold royalties relating to high-potential mineral resource projects. The TNR royalty portfolio includes exposure to major copper and lithium deposits. These include the world-class Los Azules copper project and the recently commissioned Mariana lithium brine project, over which Altius also holds a direct royalty interest.
We look forward to working constructively with the TNR team as its royalty portfolio and business continues to advance and mature." On Closing, TNR Gold and Altius also entered into the following agreements: (a) a right of first offer agreement, pursuant to which TNR granted to Altius Royalty Corporation, a wholly-owned subsidiary of Altius, a right of first offer on the sale of TNR's 1.35% NSR royalty on the Mariana Lithium Project in Argentina and TNR's 0.36% NSR royalty on the Los Azules Copper Project in Argentina (the " ROFO Agreement "); and (b) a voting agreement, pursuant to which (i) TNR granted to Altius Resources the right to participate in future private placements and certain other issuances of securities by TNR, such that Altius Resources may maintain its pro rata ownership of TNR following Closing, and (ii) Altius Resources agreed to vote its TNR Shares in favour of any directors nominated by TNR's management and other matters that are unanimously recommended by TNR's board of directors, for a period of five years from Closing (together with the ROFO Agreement, the " Ancillary Agreements "), subject to the right of Altius Resources to abstain from voting on any of the voting support matters in a manner consistent with the guidance in TSX Staff Notice 2023-0001. The Ancillary Agreements will terminate automatically upon Altius Resources ceasing to own at least 6% of TNR's issued and outstanding shares on a non-diluted basis. ABOUT ALTIUS MINERALS CORPORATION Altius's strategy is to create per share growth through a diversified portfolio of royalty assets that relate to long life, high margin operations.