Antler Gold Signs Agreement to Acquire a 75% Interest in a Gold Exploration License in Namibia
Antler Gold Signs Agreement to Acquire a 75%
Interest in a Gold Exploration License in
Namibia
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.
View original content:
http://www.newswire.ca/en/releases/archive/December2019/12/c7946.html
%SEDAR: 00038775E
For further information:
Daniel Whittaker, President and CEO of Antler Gold Inc., at (902) 488-
4700
CO: Antler Gold Inc.
CNW 16:15e 12-DEC-19