TNR Gold Takeover Bid|12.7% Board Backer Altius as Proxy Fight Exit?

A bid without a price

Altius Minerals, which owns about 12.7 per cent of TNR Gold, has proposed buying all the TNR shares it does not already own. The bidder is one of the board's most significant backers, and its offer lands in the middle of a fight over that board. On the other side of that fight is TNR's largest shareholder, a fund called Eucalyptus. It has been trying to replace the board.

Now the board's backer wants to buy the whole company. TNR's independent directors have already agreed to an exclusivity arrangement with Altius. No price has been disclosed. Until one appears, this proposal is best read as a move in the fight over who controls TNR. It changes who steers the company's future. It does not yet tell other shareholders what their shares are worth. Start with what the proposal leaves out.

Neither company disclosed a price. Neither disclosed what form the payment would take, or a timeline. The proposal is also unsolicited and non-binding. TNR's own release adds a warning. There can be no assurance, it says, that any transaction will result. Nor that one would be approved or completed. Yet a special committee of independent directors reviewed the proposal and then entered into exclusivity with Altius.

The committee is still working through it with its advisors. It is looking for what it calls 'the best interests of the Company and its shareholders.' TNR says it will not comment further unless a definitive agreement is reached. Shareholders, it says, are not required to take any action at this time. Put those pieces together. Nobody outside the two companies knows what Altius would pay.

But TNR has already settled who it is negotiating with. The value question is wide open. The counterparty question, for now, has one name on it. That is why this reads as a process move first. An exclusivity arrangement fixes the channel, not the value. And that channel runs through the board's own backer.

Two moves on one day

The timing makes that process matter more. Altius says TNR responded to its proposal on October 5. On that same day, TNR settled a court dispute with Eucalyptus. It also moved its contested annual meeting to December 8. Altius made the exclusivity arrangement public on October 6, in an early warning filing. TNR's own release followed a day later. The bidder's filing came first. That meeting has a long history.

It was first set for June 16, then moved to September 22. Days before the September date, TNR cancelled it. TNR alleged that Eucalyptus had worked with undisclosed joint actors to buy and vote shares. Eucalyptus had nominated four directors in August to replace the board. It accused Executive Chairman Kirill Klip of running TNR as a family business.

It pointed to heavy dilution and cash compensation paid to the Klip family. It also pointed to the lack of any royalty acquisition in his nearly 10 years as CEO. After the cancellation, Eucalyptus took the dispute to court. The October 5 settlement dropped that court petition. It also gave the current board time to finish a strategic review.

That review now includes a takeover proposal from one of the board's most significant backers. The reports tie the settlement to the Altius talks only by date. Both happened on October 5. But together they reset the clock. The vote on who runs TNR waits until December 8. A possible sale of the whole company now moves inside that wait. If a sale takes shape first, the contest itself could change.

That raises the stakes of the exclusivity the board granted.

The bidder's seat at the table

Altius did not arrive as a stranger. In May it bought 23.5 million TNR shares in a private placement, at 17.75 cents each. That deal gave Altius a right of first offer on individual royalties. It also included a five-year voting support agreement. In July, Altius bought about 7.4 million more shares on the open market, at 23 cents. Those two purchases make up its stake of roughly 30.9 million shares.

The voting agreement is what put Altius in the middle of the proxy fight. The two sides read that placement in opposite ways. Eucalyptus argued it was designed mainly to keep management in place. Proxy advisor ISS saw it differently. ISS called the Altius placement the clearest example of value creation during Klip's tenure.

ISS backed Klip's re-election and recommended withholding votes from Eucalyptus leader Jon Christian Evensen. Whichever reading is right, the bidder is a participant in this fight, not a referee. A full takeover would not settle the dispute between the camps. It would end it, with the board's backer as owner.

Why a sale changes the contest

With ISS on its side, the board might look secure. The share count is less reassuring. Eucalyptus and its joint actors control roughly 33.2 million shares. That is more than the roughly 30.9 million Altius holds. Based on Altius's disclosed stake, TNR has roughly 244 million shares outstanding. That puts Eucalyptus near 13.6 per cent. Together, the two camps hold only about a quarter of the company.

The rest belongs to other holders. Eucalyptus said it had already submitted proxies for more than 46 per cent of eligible votes. It said that held for each of its nominees. That is Eucalyptus's own claim, not a certified result. A separate fight shows why proxy advisor support is not a vote count. At Better Home and Finance, ISS and Glass Lewis opposed founder Vishal Garg's campaign.

An independent inspector still certified 52.02 per cent of voting power for removing the interim CEO and four directors. Better's special committee then withdrew its challenge. It cited the 'costs and uncertainty of a prolonged contest.' Better is a different company, and TNR's count was never certified. But the shape is similar: proxy advisor support on one side, a dissident claiming votes on the other.

On those numbers, TNR's board could not treat the December ballot as safe. A signed sale would shift the contest from who runs TNR to whether to sell it, and at what price.

A buyer with its own reasons

Read only as a defensive move, though, the bid leaves something out. Altius buys royalty companies. In March it bought Lithium Royalty and its 38 royalties. It paid about 140 million Canadian dollars, in cash and shares. In July, Altius raised 182 million Canadian dollars in a bought-deal share offering. The stated aim was to strengthen its balance sheet after a series of royalty acquisitions.

Altius says its strategy is 'to create per share growth through a diversified portfolio of royalty assets.' It wants assets that 'relate to long life, high margin operations.' TNR's best-known asset is already producing. It holds a 1.5 per cent net smelter return royalty, a share of mine revenue, on the Mariana lithium project in Argentina.

Ganfeng Lithium owns Mariana outright and started production there in February 2025. A Ganfeng subsidiary has the right to buy back part of that royalty. If it does, TNR would receive 900,000 Canadian dollars and keep a 0.45 per cent royalty. TNR also names the Los Azules copper project in Argentina among its assets.

The Northern Miner wrote that a deal would give Altius control of royalties over two major Argentine projects. TNR last traded at 30 cents on the TSX Venture. Across roughly 244 million shares, that implies a market value of about 73 million Canadian dollars. Altius paid about 140 million dollars for Lithium Royalty. At that last trade, all of TNR is valued at roughly half as much.

In May, Altius won a first look at TNR's royalties, one at a time. Owning the company would give it all of them at once. So the opening reading needs repair. This bid is a move in the control fight. It is also a purchase Altius has its own business reasons to want.

Who actually decides

Investing.com described a pattern in controlling-shareholder buyouts, writing about Penske Automotive. Minority investors, it wrote, face a take-it-or-leave-it dynamic with limited recourse to a competing offer. There, the bidders were Penske Automotive's controlling shareholders. The same report noted that boards in such deals usually form a special committee of independent directors. TNR has done that.

But TNR differs at the decisive point. Altius holds about 12.7 per cent. Eucalyptus holds more. Altius can steer the process through exclusivity. Its own shares cannot carry a deal. TNR's release lists what remains uncertain: approval, completion, timing, structure and terms. Exclusivity settles none of them. So the opening claim holds, but more narrowly.

The proposal shapes control through the process: who TNR talks to, and while the board vote waits. The outcome still runs through a price. And the biggest block of shares belongs to the fund that has spent months trying to remove this board.

What to watch

Back to the opening tension. The board's backer wants to buy a company whose largest shareholder is trying to replace that board. On balance, this fight looks more likely to be settled by a sale price than by the December ballot. Altius has bought a whole royalty company before. It raised cash in July. It already holds about 30.9 million TNR shares, and it has exclusive talks.

But whether a sale is a good exit for everyone else is not the board's call alone. It turns on a price that Eucalyptus, the largest shareholder, can accept. The signal to watch is whether TNR announces a definitive agreement, with a price, before the December 8 meeting. TNR says it will not comment further unless such an agreement is reached.

If December 8 arrives without one, the sale side of this reading fails, and the ballot decides control. The current board will then have held its seats from the cancelled September vote to December. Other shareholders would still have no price to weigh.

Informational only, not investment advice. Figures and quotes come from the linked reports.