Antler Gold Signs Agreement to Sell Newfoundland Properties to Altius for 8,220,000 Antler Shares Held by Altius
Antler Gold Signs Agreement to Sell Newfoundland
Properties to Altius for 8,220,000 Antler Shares Held by
Altius
Halifax, Nova Scotia--(Newsfile Corp. - February 3, 2020) - Antler Gold Inc. (TSXV: ANTL) ("
Antler
") is pleased to announce that
it has entered into a binding letter agreement (the "
Agreement
") with Altius Resources Inc. ("
Altius
"), a subsidiary of Altius
Minerals Corporation (TSX: ALS), to sell Antler's exploration properties located in Newfoundland (the "
Property
") to Altius in
exchange for 8,220,000 common shares of Antler held by Altius (the "
Transaction
").
The Property is comprised of 373 claims and represents 230 claims that make up the entire Wilding Lake Project, together with
141 claims of the Noel Paul project, 7 claims of the Intersection project and one claim of the Crystal Lake project. The Property
was originally acquired by Antler from Altius under option agreements entered into in 2016 and 2017. In exchange for the
transfer of the Property to Altius, Altius will transfer 8,220,000 common shares of Antler (which represent approximately 14.4% of
Antler's currently outstanding common shares) to Antler for cancellation.
Completion of the Transaction is subject to the satisfaction of certain conditions, including the approval of the TSX Venture
Exchange ("
TSXV
") and approval of shareholders of Antler in accordance with the TSXV policies, with closing expected to
occur five business days after all conditions are satisfied. Either party may terminate the Agreement if closing does not occur by
July 31, 2020, unless extended by the parties.
The Transaction is a Non-Arm's Length transaction pursuant to TSXV policies and a related party transaction pursuant to
Multilateral Instrument 61-101,
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
"). Antler is exempt
from the valuation and minority approval requirements in MI 61-101 as the fair market value of the Property, as well as the fair
market value of the shares to be received as consideration, does not exceed 25% of Antler's market capitalization.
Cautionary Statements
This press release may contain forward-looking information, such as statements regarding the completion of the Transaction
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.
For further information, please contact Daniel Whittaker, President and CEO of Antler Gold Inc., at (902) 488-4700.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/52047