ALS Altius Minerals Corporation

NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES, OR FOR DISSEMINATION IN THE
UNITED STATES


Altius Minerals Corporation ("Altius" or the "Company") (TSX:ALS) announces that
the Company has filed a preliminary prospectus in connection with an offering of
common shares (the "Common Shares") for aggregate gross proceeds of up to $65
million (the "Offering"). The Offering will be conducted by a syndicate of
investment dealers co-led by Scotia Capital Inc. and Haywood Securities Inc.,
and including BMO Nesbitt Burns Inc., Sprott Private Wealth L.P., Raymond James
Ltd. and Salman Partners Inc. (collectively, the "Agents"). The Agents have the
option to purchase up to an additional 15% of the Common Shares sold under and
on the same terms as the Offering at any time until 30 days following the
closing date of the Offering (the "Over-Allotment Option"). In the event that
the maximum offering size is reached and the Over-Allotment Option is exercised
in its entirety, the aggregate gross proceeds of the Offering will be $74.75
million.


The Common Shares are being offered by way of a short form prospectus, which has
been filed in all of the provinces and territories of Canada and in the United
States on a private placement basis pursuant to an exemption from the
registration requirements of the United States Securities Act of 1933, as
amended, and applicable state securities laws. Closing of the Offering is
anticipated to occur on or about May 12, 2014 and is subject to receipt of
applicable regulatory approvals including the approval of the Toronto Stock
Exchange. 


Pursuant to an arrangement agreement (the "Arrangement Agreement") dated
December 24, 2013 among the Company, Sherritt International Corporation
("Sherritt"), Prairie Mines & Royalty Ltd., a wholly-owned subsidiary of
Sherritt, Westmoreland Coal Company and certain other parties, the Company will
indirectly acquire a 52.4% interest in a portfolio of 11 producing coal and
potash royalties (the "PMRL Royalty Business") located in the provinces of
Alberta and Saskatchewan for a purchase price of $240.9 million. A right of
first refusal acquisition option for royalty interests related to the Genesee
Mine has been waived by the third party holder meaning that Altius will acquire
all of the royalty interests within the PMRL Royalty Business. The Arrangement
Agreement also provides for the acquisition by the Company of Sherritt's 50%
interest (the "Sherritt CDP Interest") in Carbon Development Partnership ("CDP")
for a purchase price of $21 million. In addition to acquiring the Sherritt CDP
Interest pursuant to the Arrangement Agreement, Altius will also indirectly
acquire OTPPB SCP Inc.'s 50% interest in CDP following the closing of the
Offering (the "OTPPB CDP Acquisition", and together with the acquisition of the
PMRL Royalty Business and Sherritt CDP Interest, the "Acquisition") for a
purchase price of $21 million. Closing of the acquisition of the PMRL Royalty
Business and the Sherritt CDP Interest is expected to occur on or about April
30, 2014, whereas closing of the OTPPB CDP Acquisition is expected to occur
following completion of the Offering. 


The Company intends to finance the $261.9 million purchase price for the PMRL
Royalty Business and Sherritt CDP Interest through a senior secured
non-revolving credit facility in the amount of up to $140 million, a $7.2
million unsecured loan and available cash and marketable securities on hand. The
Company intends to use the net proceeds of the Offering (i) to complete the
OTPPB CDP Acquisition, (ii) to repay the $7.2 million unsecured loan, (iii) to
repay $20 million of borrowings under the credit facility, and (iv) for general
corporate purposes. 


The securities offered have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "US Securities Act") or the securities
laws of any state of the United States and, accordingly, such securities may not
be offered, sold or delivered, in the United States, except in transactions
exempt from the registration requirements of the U.S. Securities Act and any
applicable state securities laws. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy securities in the United
States, nor shall there be any sale of these securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful. 


About Altius

Altius is focused on the mining and resources sector through prospect generation
and the creation and acquisition of royalties. 


Altius holds an effective 0.3% net smelter return royalty on the producing
Voisey's Bay nickel-copper-cobalt mine and is currently finalizing the
acquisition of royalty interests for 11 production stage coal and potash mines
that are located in western Canada. 


It has a 3% gross sales royalty on the development stage Kami iron ore project
of Alderon Iron Ore Corp. ("Alderon"), a 2% gross sales royalty for the advanced
exploration stage Central Mineral Belt uranium project of Paladin Energy
Limited, and several other resource stage project royalties. Its project
generation pipeline contains a diversified portfolio of exploration stage
projects and royalties, many of which are being advanced through various
partner-funding arrangements. 


Altius has also built a portfolio of directly and indirectly held junior
resource investments, including an approx. 25% shareholding in Alderon
(TSX:ADV), an approx. 8% shareholding in Virginia Mines Inc. (TSX:VGQ), and a
approx. 5.9% shareholding in Callinan Royalties Inc. (TSX VENTURE:CAA).


Altius has 27,595,821 shares issued and outstanding that are listed on Canada's
Toronto Stock Exchange. It is a member of both the S&P/TSX Small Cap and S&P/TSX
Global Mining Indices. 


Caution Regarding Forward-Looking Statements and Information

This news release contains forward-looking information about the Offering, the
expected use of proceeds from the Offering and the Acquisition. The
forward-looking statements in this news release are subject to a number of risks
and uncertainties that could cause actual events or results to differ materially
from current expectations, including those related to the business generally,
which are set out in materials filed with the securities regulatory authorities
in Canada from time to time, including the risk section of the Company's annual
Management's Discussion and Analysis report, Annual Information Form and the
short form preliminary prospectus. No assurance can be given that the Offering
or the Acquisition will be completed or the timing of same. 


The Company does not undertake to update any forward-looking statements that may
be made from time to time by or on behalf of the Company other than as required
by applicable securities laws. 


This Offering is only made by short form prospectus. Copies of the short form
prospectus may be obtained from any of the Agents. Investors should read the
short form prospectus before making an investment decision. There will not be
any sale of the securities being offered until a receipt for the final short
form prospectus has been issued. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Altius Minerals Corporation
Chad Wells
1.877.576.2209
709.576.3441 (FAX)
info@altiusminerals.com
www.altiusminerals.com

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