Antler Gold agrees to purchase mineral assets from Sona Nanotech
Antler Gold agrees to purchase mineral assets
from Sona Nanotech
HALIFAX
,
May 15, 2019
/CNW/ - Antler Gold Inc. ("
Antler
") (TSXV: ANTL) and Sona Nanotech Inc.
("
Sona
") (CSE: SONA) are pleased to announce that they have entered into an agreement pursuant
to which Antler will acquire from Sona a 100% interest in certain mineral claims comprising the
Crescent Lake/KM61 molybdenum-copper-silver project located in
Armstrong, Ontario
(the
"
Property
").
Under the agreement, Antler will acquire the Property (the "
Property Acquisition
") in consideration
of the assumption of all liabilities of Sona associated with the Property and the future payment to
Sona of contingent consideration if Antler disposes of the Property to a third party, or enters into an
agreement or arrangement with a third party to otherwise monetize the Property by way of joint
venture, option or other form of transaction (a "
Future Transaction
"). The amount of the contingent
consideration payable to Sona will be equal to 50% of the consideration received by Antler in the
Future Transaction (net of Antler's aggregate expenses related to the marketing, selling, upkeep and
maintenance of the Property incurred between the acquisition of the Property and the date of such
Future Transaction), to a maximum of
$3,000,000
.
Antler has also agreed to purchase two subsidiaries of Sona that own technical and physical data on
historical mineral interests in
Mexico
, and associated offsetting intercompany receivables, for a
purchase price of
$1.00
(together with the Property Acquisition, the "
Transactions
"). The assets
and third party liabilities are nominal for both subsidiaries.
Completion of the Transactions is subject to the satisfaction of certain conditions, including the
approval of the TSX Venture Exchange ("
TSXV
").
The Transactions are Non-Arm's Length transactions pursuant to TSXV policies, as
Daniel Whittaker
is the CEO and a director of Antler and a director of Sona; Jim Megann is a director of both Antler
and Sona; Robert Randall is the Chief Financial Officer of both Antler and Sona; and
Wade Dawe
is
a significant shareholder of both Antler and Sona. In accordance with TSXV requirements, the
Property Acquisition must be approved by the shareholders of Antler, excluding the votes of
Daniel
Whittaker
,
Jim Megann
,
Robert Randall
and
Wade Dawe
and their Associates (as defined in TSXV
policies). Antler intends to seek such approval at its annual and special meeting of shareholders to
be held in June, 2019.
The Transactions may also be related party transactions pursuant to Multilateral Instrument 61-101,
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
"); however, Antler and
Sona are exempt from the valuation and minority approval requirements in MI 61-101 as the fair
market value of the assets to be acquired by Antler does not exceed 25% of their respective market
capitalizations.
Cautionary Statements
This press release may contain forward-looking information, such as statements regarding the
completion of the Transactions, shareholder approval requirements for the Transactions and future
plans and objectives of Antler and Sona. 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 Transactions. Actual results may differ materially from results
suggested in any forward-looking information. Antler and Sona assume 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 and Sona 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.
View original content:
http://www.newswire.ca/en/releases/archive/May2019/15/c9665.html
%SEDAR: 00038775E
For further information:
Daniel Whittaker, President and CEO of Antler Gold Inc., at (902) 488-
4700, or Darren Rowles, President and CEO of Sona Nanotech Inc., at (902) 880-9925.
CO: Antler Gold Inc.
CNW 16:30e 15-MAY-19