HALIFAX, Dec. 12, 2019 /CNW/ - Antler Gold Inc.
("Antler") (TSXV: ANTL) is pleased to announce that it has
entered into an agreement (the "Agreement") to acquire a 75%
interest in a private company, the sole asset of which is exclusive
exploration license 5455 (the "License" or "EPL
5455") in Namibia (the
"Transaction").
The License which measures 32.7 square kilometers is located
west of the town Usakos in the Erongo region of central
Namibia. The area surrounding the
License hosts two producing gold mines (Navachab and Otjikoto) in
the Damara Supergroup as well as Osino Resources' Karibib Gold
Project and several other smaller deposits.
Pursuant to the Transaction, Antler may acquire a 75% interest
in the private company by paying the vendor, whose shareholders are
arm's length parties to Antler, a non-refundable cash deposit of
C$10,000 (which has been paid), a
further cash payment of C$40,000 upon
signing of the Agreement (which has also been paid), C$50,000 on the first anniversary of the Due
Diligence Waiver Date (as defined in the Agreement) and a further
cash payment of C$50,000 on the
second anniversary of the Due Diligence Waiver Date and issue
C$25,000 worth of common shares of
Antler based on the 10-day volume weighted average price per common
share immediately prior to the second anniversary of the Due
Diligence Waiver Date. In addition to the cash and share
consideration above, Antler must also spend C$75,000 worth of exploration expenses within 12
months from the Due Diligence Waiver Date and C$125,000 within 24 months. Antler has the right
to accelerate the payment of cash and share consideration and the
timeline for incurring exploration expenditures.
Once Antler acquires the 75% interest in the private company, it
has the right to purchase the remaining 25% minority interest at
the fair market value determined by a professional business
valuator selected by Antler. If Antler does not exercise its
right to purchase the minority interest, all shareholders will
contribute on a pro-rata basis to fund the company's activities,
including exploration expenditures. Should the minority
shareholders be diluted below 10%, then their interest will
automatically convert to a free carried 5% interest in EPL 5455
which Antler can purchase at a price to be determined by a
professional selected by Antler using international best practices
for evaluating mining assets.
If within three years from the date of the Agreement, any vendor
shareholder stakes or acquires an interest in any EPL in
Namibia, then such additional
interest must be offered in writing to Antler for an amount to be
mutually agreed upon.
The Vendor has performed past work exploring for graphite on a
portion of the License and should a transaction be made to sell or
joint venture the graphite area, the vendor shareholders will
retain 90% of the proceeds and Antler is entitled to 10%.
The Transaction is subject to Antler receiving all necessary
approvals, including the TSX Venture Exchange approval.
Cautionary Statements
This press release may contain
forward-looking information, such as statements regarding the
completion of the Transaction, including acquisition of EPL 5455 or
any other EPLs in Namibia by
Antler and future plans and objectives of Antler. This information
is based on current expectations and assumptions (including
assumptions in connection with the continuance of the applicable
company as a going concern and general economic and market
conditions) that are subject to significant risks and uncertainties
that are difficult to predict, including risks relating to the
ability to satisfy the conditions to completion of the transaction.
Actual results may differ materially from results suggested in any
forward-looking information. Antler assumes no obligation to update
forward-looking information in this release, or to update the
reasons why actual results could differ from those reflected in the
forward-looking information unless and until required by applicable
securities laws. Additional information identifying risks and
uncertainties is contained in filings made by Antler with Canadian
securities regulators, copies of which are available at
www.sedar.com.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE Antler Gold Inc.
