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Halifax, Nova Scotia--(Newsfile Corp. - December 5, 2024) - Antler Gold Inc. (TSXV: ANTL) ("Antler" or the "Company") is pleased to announce a strategic amendment to its previously announced agreement with Fortress Asset Management LLC ("Fortress") in respect of the Erongo Central Gold Project (the "Project") in Namibia. Under the terms of the original agreement dated September 18, 2024 (the "Original Agreement"), Antler granted to Fortress the right to acquire up to a 100% equity interest in the Project in three stages over a three-year period for US$5.5 million. In addition, pursuant to the terms of the Original Agreement, Fortress was also required to incur US$6.0 million of exploration expenditures on the Project. For further details, please see the Company's News Releases dated May 23, 2024, May 24, 2024, August 22, 2024, and September 18, 2024.
The amending agreement dated December 5, 2024 (the "Amending Agreement") transitions the transaction from the original earn-in structure to an outright sale (the "Amended Transaction"), delivering enhanced upfront value for Antler's shareholders, while eliminating the risk and uncertainty of future exploration expenditures.
Amended Transaction Highlights:
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Enhanced Payment Structure:
In exchange for 80% of the Erongo Central Gold Project, Antler will receive:
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US$800,000 in cash within 10 business days of an entity controlled by Fortress becoming publicly listed ("FortressCo").
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Cdn$4.11 million in FortressCo's shares prior to it becoming publicly listed.
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Fortress has already paid US$50,000 under the terms of the agreement.
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Remaining 20% Equity Interest:
Fortress retains the right to acquire the remaining 20% equity interest on or before the third anniversary of FortressCo becoming publicly listed for US$1.7 million, of which at least 50% is payable in cash and the remainder in shares of FortressCo.
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Preservation of Royalty:
Antler retains a 2% net smelter return royalty on the Project, with no buyback provisions.
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Continued Operational Role:
Antler will remain the operator of the Project for an initial 24-month period following the Transaction, ensuring operational continuity and effective project execution.
Strategic Benefits for Shareholders:
The Amending Agreement strengthens Antler's financial position by delivering a larger upfront cash and share consideration, reducing the uncertainty of phased payments. This enhanced structure provides Antler with the financial flexibility to pursue new strategic initiatives and exploration opportunities, driving long-term value for shareholders.