TNR Gold Welcomes CAN$4.2 Million Strategic Investment by Altius Minerals
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NEWS RELEASE
TNR Gold Welcomes CAN$4.2 Million Strategic Investment by
Altius Minerals
Vancouver, British Columbia – April 6, 2026: TNR Gold Corp. (TSX-V: TNR) (“TNR”, “TNR Gold” or
the “Company”) is pleased to announce that the Company plans to complete a private placement by
Altius Resources Inc. (“Altius Resources”), a wholly-owned subsidiary of Altius Minerals Corporation
(TSX: ALS; OTCQX: ATUSF) (“Altius”) for gross aggregate proceeds of approximately CAN$4.2 million
(the “Private Placement”).
TNR and Altius Resources have entered into a subscription agreement dated April 2, 2026 (the
“Subscription Agreement”), pursuant to which Altius Resources has agreed to subscribe for and take
up 23,500,000 common shares in the capital of the Company (the “ Offered Shares ”), representing
approximately 9.9% of TNR’s issued and outstanding common shares (“ TNR Shares ”) on a post -
issuance basis, at an issue price per Offered Share equal to the 30-day VWAP of the Shares for the 30
trading days prior to the date of the Subscription Agreement, being CAN$0.1775 per TNR Share.
The proceeds of the Strategic Investment will be used to finance potential corporate development
initiatives and for general corporate and working capital requirements. There is no person acting at the
request of the Co mpany, or to the knowledge of the C ompany, purporting to act who is entitled to any
finder or other fiscal advisory or similar fee in connection with the Offer ed Shares or transactions
contemplated herein.
Kirill Klip, Executive Chairman of TNR Gold stated, "We are delighted to welcome Altius as a strategic ,
non-controlling investor in TNR Gold. 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 d ifferent 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 27,263,000 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.”
#1120, 789 West Pender Street,
Vancouver, B.C.
V6C 1H2, Canada
T: +1 (604) 229-8129
E-mail: [email protected]
Website: http://www.tnrgoldcorp.com
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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.”
The completion of the Private Placement (“Closing”) is subject to customary conditions precedent,
including approval of the TSX Venture Exchange, as well as the execution of the following agreements:
(a) a right of first offer agreement, pursuant to which TNR will grant 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 will grant 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
will agree 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”).
If entered into, 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. This strategy further provides shareholders with exposures that are
well aligned with global growth trends i ncluding increasing electricity-based market share within energy
usage, global infrastructure build and refurbishment growth, increased EAF based steelmaking, steadily
increasing agricultural fertilizer requirements and the enhanced appetite for financial asset diversification
through precious metals ownership. These macro-trends each hold the potential to cause higher demand
for many of Altius’s commodity exposures including potash, high purity iron ore, renewable energy, base
and battery metals, and gold. In addition, Altius runs a successful Project Generation business that
originates mineral projects for sale to developers in exchange for royalties and that has a demonstrated
track record of driving outsized direct returns from its overall royalty investment portfolio. It is a member
of both the S&P/TSX Small Cap and S&P/TSX Global Mining Indices and the S&P/TSX Canadian
Dividend Aristocrats Index.
ABOUT TNR GOLD CORP.
TNR Gold Corp. is working to become the green energy metals royalty and gold company.
Our business model provides a unique entry point in the creation of supply chains for critical materials
like energy metals that are powering the energy rEVolution, and the gold industry that is providing a
hedge for this stage of the economic cycle.
Our portfolio provides a unique combination of assets with exposure to multiple aspects of the mining
cycle: the power of blue-sky discovery and important partnerships with industry leaders as operators on
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the projects that will potentially generate royalty cashflows to contribute significant value for our
shareholders.
Over the past thirty years, TNR, through its lead generator business model, has been successful in
generating high-quality global exploration projects. With the Company’s expertise, resources and industry
network, the potential of the Mariana Lithium Project and Los Azules Copper Project in Argentina, among
many others, have been recognized.
TNR holds a 1.5% NSR royalty on the Mariana Lithium Project in Argentina, of which 0.15% of such NSR
royalty is held on behalf of a shareholder of the Company . Ganfeng Lithium ’s subsidiary, Litio Minera
Argentina (“LMA”), has the right to repurchase 1.0% of the NSR royalty on the Mariana Project, of which
0.9% is the Company ’s NSR royalty interest. The Company would receive CAN$900,000 , and its
shareholder would receive CAN$100,000 on the repurchase by LMA, resulting in TNR holding a 0.45%
NSR royalty and its shareholder holding a 0.05% NSR royalty.
The Mariana Lithium Project is 100% owned by Ganfeng Lithium. The Mariana Lithium Project has been
approved by the Argentina provincial government of Salta for an environmental impact report. Ganfeng
officially inaugurated Mariana Lithium ’s start of production at a 20,000 tons -per-annum lithium chloride
plant on February 12, 2025.
TNR Gold also holds a 0.4% NSR royalty on the Los Azules Copper Project, of which 0.04% of the 0.4%
NSR royalty is held on behalf of a shareholder of the Company. The Los Azules Copper Project is being
developed by McEwen Inc.
TNR also holds a 7% NPR on the Batidero I and II properties of the Josemaria Project that is being
developed by the joint-venture between Lundin Mining and BHP.
TNR provides significant exposure to gold through its 90% holding in the Shotgun Gold porphyry project
in Alaska. The project is located in Southwestern Alaska near the Donlin Gold project, which is being
developed by Barrick Gold and Novagold Resources. T he Company’s strategy with the Shotgun Gold
Project is to attract a joint venture partnership with a major gold mining company. The Company is
actively introducing the project to interested parties.
At its core, TNR provides a wide scope of exposure to gold, copper, silver and lithium through its holdings
in Alaska (the Shotgun Gold porphyry project) and royalty holdings in Argentina (the Mariana Lithium
project, the Los Azules Copper Project and the Batidero I & II properties of the Josemaria Project), and
is committed to the continued generation of in -demand projects, while diversifying its markets and
building shareholder value.
On behalf of the Board of Directors,
Kirill Klip
Executive Chairman
www.tnrgoldcorp.com
For further information concerning this news release please contact Kirill Klip +1 604-229-8129
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Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
Cautionary Statement Regarding Forward-Looking Information
Except for statements of historical fact, this news release contains certain “forward-looking information”
within the meaning of applicable securities law. Forward -looking information is frequently characterized
by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “will”, “could” and
other similar words, or statements that certain events or conditions “may” or “could” occur, although not
all forward-looking statements contain these identifying words. Specifically, forward -looking statements
in this news release include, but are not limited to, statements made in relation to: the terms of the
Strategic Investment and the completion of same; the use of proceeds from the Strategic Investment;
TNR’s future receipt of cash flows from its royalty holdings and the subsequent contribution of significant
value to its shareholders; the possible growth of TNR’s value; the terms of the Ancillary Agreements and
the entering into of same; and TNR’s strategy and business objectives. Such forward-looking information
is based on a number of assumptions and subject to a variety of risks and uncertainties, including but not
limited to those discussed in the sections entitled “Risks” and “Forward-Looking Statements ” in the
Company’s interim and annual Management ’s Discussion and Analysis which are available under the
Company’s SEDAR+ profile on www.sedarplus.ca. While management believes that the assumptions
made and reflected in this news release are reasonable, should one or more of the risks, uncertainties
or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary
materially from those described in forward-looking information. In particular, there can be no assurance
that: TNR will be able to complete the Strategic Acquisition on the terms described in this new release or
at all, TNR will enter into one or more strategic transactions, partnership or a spin -out, or be able to
complete any further royalty acquisitions or sales of royalty interests, or portions thereof; debt or equity
financings will be available to TNR; or that TNR w ill be able to achieve any of its corporate objectives.
TNR relies on the confirmation of its ownership for mining claims from the appropriate government
agencies when paying rental payments for such mining claims requested by these agencies. There could
be a risk in the future of the changing internal policies of such government agencies or risk related to the
third parties, in future, challenging the ownership of such mining claims. Given these uncertainties,
readers are cautioned that forward -looking statements included herein are not guarantees of future
performance, and such forward-looking statements should not be unduly relied on.
In formulating the forward-looking statements contained herein, management has assumed that business
and economic conditions affecting TNR, and its royalty partners, McEwen Inc., Ganfeng Lithium and
Lundin Mining will continue substantially in the ordinary course, including without limitation with respect
to general industry conditions, general levels of economic activity and regulations. These assumptions,
although considered reasonable by management at the time of preparation, may prove to be incorrect.
Forward-looking information herein and all subsequent written and oral forward -looking information are
based on estimates and opinions of management on the dates they are made and are expressly qualified
in their entirety by this cautionary statement. Except as required by law, the Company assumes no
obligation to update forward -looking information should circumstances or management ’s estimates or
opinions change.