TNR Gold Corp (TSX-V:TNR, FRA:TNW, OTC:TRRXF) said on Monday it has entered into a private placement agreement with Altius Resources, a wholly-owned subsidiary of Altius Minerals Corporation (TSX:ALS, OTCQX:ATUSF), for gross proceeds of approximately C$4.2 million.
As part of the agreement, Altius Resources will subscribe for 23.5 million common shares of TNR Gold, representing about 9.9% of the company’s outstanding shares on a post-issuance basis. The shares are priced at C$0.1775 each, based on the 30-day volume-weighted average price prior to the agreement dated April 2.
TNR Gold said the proceeds from the strategic investment will be used to fund potential corporate development initiatives and general working capital needs.
Kirill Klip, executive chairman of TNR Gold, described the investment as a strong endorsement of the company’s portfolio and strategic plan. “Our business model provides a unique entry point into the creation of supply chains for critical materials like energy metals, and the gold industry that provides the ultimate hedge during this part of the economic cycle,” Klip told shareholders.
The chairman also highlighted TNR Gold’s partnerships with industry leaders including McEwen Inc., Ganfeng Lithium, Lundin Mining, and BHP, and noted his personal holding of more than 27 million TNR shares.
The TNR portfolio includes royalties on major copper and lithium projects, such as the Los Azules copper project and the recently commissioned Mariana lithium brine project in Argentina, where Altius also holds a direct royalty interest.
Altius Resources said the investment aligns with its strategy of acquiring minority equity positions in companies holding royalties over high-potential mineral resource projects.
The private placement is subject to customary conditions, including approval by the TSX Venture Exchange, and the execution of ancillary agreements. These include a right of first offer on TNR’s royalties on the Mariana and Los Azules projects and a voting agreement allowing Altius to maintain pro-rata ownership and support TNR management nominees for five years.
The agreements will terminate if Altius ceases to own at least 6% of TNR’s shares.