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Antler Gold Announces Option Agreement for the Erongo Gold Project in Namibia

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Antler Gold has announced a binding LOI with Fortress Asset Management for the Erongo Gold Project in Namibia. The agreement allows Fortress to acquire up to 100% interest in Erongo over three years for US$ 5.5 million, US$ 6 million in exploration expenditures, and issuing a 2% net smelter return (NSR) to Antler.

The Erongo Project spans 19,514.44 hectares and includes multiple Exclusive Prospecting Licenses (EPLs). Initial Antler exploration from 2021 identified significant gold potential, including high-grade rock chip assays and promising geophysical survey results. The project is strategically located near major gold projects like Twin Hills and Navachab Gold Mine.

Key terms include systematic cash payments, share issuance, and staged exploration expenditure commitments. Antler will act as the operator during the option period, earning a management fee. A Special Purpose Vehicle will be formed, and a Definitive Agreement will be prepared within 30 days.

Positive
  • Fortress can acquire up to 100% interest in Erongo Project for US$ 5.5 million and US$ 6 million in exploration expenditures, providing significant investment.
  • Antler Gold will receive a 2% NSR royalty on the entire Erongo Project.
  • Project comprises 19,514.44 hectares, indicating a large exploration area.
  • Initial exploration shows high-grade gold potential with assays up to 80 g/t Au.
  • Strategic location near Twin Hills and Navachab Gold Mine enhances project value.
  • Antler Gold acts as the operator, earning a 10% management fee on expenditures.
  • Systematic cash payments and share issuance provide staged funding security.
Negative
  • The agreement necessitates substantial exploration expenditures of US$ 6 million over three years.
  • Fortress needs to complete a going public transaction to issue US$ 2 million in shares, which might pose challenges.
  • Antler’s financial gain is contingent on Fortress meeting exploration and development milestones.
  • Execution of the Definitive Agreement and subsequent steps could face delays or complications.
  • Initial exploration results, while promising, still require extensive validation and drilling to confirm commercial viability.

Halifax, Nova Scotia--(Newsfile Corp. - May 23, 2024) - Antler Gold Inc. (TSXV: ANTL) ("Antler" or the "Company") is pleased to announce that its subsidiary, Antler Gold Namibia (Pty) Ltd ("Antler Nam"), has signed a binding Letter Of Intent ("LOI") with Fortress Asset Management LLC ("Fortress" or the "Optionee"), an arms-length private company. Pursuant to the Agreement, the Optionee will be granted the right to acquire up to 100% interest in the Company's Erongo Central Gold Project (the "Project") over a three-year period for total consideration of US$ 5.5 million and incurring US$ 6.0 million of exploration expenditures and issuing Antler a 2% net smelter return ("NSR") across the entire Project.

The Erongo Gold Project comprises four active Exclusive Prospecting Licenses (EPLs 6162, 7261, 6408, 8010) and one application (EPL 9534) totalling 19,514.44 hectares (~195 km2) in the South Central Zone of the Damara Belt, and is strategically located in a mining district contiguous to the 3.2 Moz Twin Hills Gold Project (Osino Resources-Yintai Gold Corp.) and QKR's Navachab Gold Mine. This potential has been confirmed through initial exploration completed by Antler from 2021, targeting the Kranzberg Gold Trend, a structurally controlled, metasediment-hosted hydrothermal gold system. Best historical rock chip assay results of high-grade gold include 80 g/t Au, 6 g/t Au, 5.4 g/t Au, and 4.45 g/t Au from showings occurring within the Project area. Antler's work includes:

  • Detailed geological mapping on areas with outcrop and known mineralisation;
  • High-definition heliborne geophysical survey of 4,956-line kilometers over the entire project area to obtain high-resolution geophysical data (magnetic and radiometric) for target generation;
  • 91 km of Induced Polarization geophysical surveys;
  • 2,861 m Reverse Circulation ("RC") drilling which intersected favorable geological units, alteration assemblages, and precious metals mineralisation (1.2% Cu over 40 m (29 - 69 m) and 11.2 g/t Ag over 42 m (27 - 69 m) in hole C1L14-4-3B, and 1.5 g/t Au over 11 m (11 - 22 m) in hole C1L14-4-3); and
  • 6,557 soil and calcrete samples.

For further details please see News Releases dated April 22, 2020, May 14, 2020, May 27, 2020, June 23, 2020, May 3, 2021, and August 4, 2021.

The Project hosts approximately 30 kilometers of prospective magnetic conductors underlying Quaternary sediment cover identified from the heliborne geophysical survey in 2021. These have not yet been systematically targeted, and drill tested during previous exploration efforts.

Key Terms of the Agreement
Pursuant to the terms of the Agreement, the Optionee shall have the right to earn a 100% interest in the Project for consideration consisting of a series of cash payments, the issuance of common shares following completion of a going public transaction, and incurring exploration expenditures, as follows:

Cash (US$)  Consideration Shares
(US$)
Exploration
Expenditure (US$)
Interest Earned
On signing binding LOI25,000  
Definitive Option Agreement 45 Days
post signing LOI
25,000  
Upon listing on International Stock /
Securities Exchange
  2,000,000
12 Months post signing of Definitive
Option Agreement
250,000   1,000,000 
Total (First Option)300,000  2,000,0001,000,00060%
24 month anniversary post signing of
Definitive Option Agreement
500,000  1,000,0002,000,000 
Total (Second Option)500,000  1,000,0002,000,00080%
36 month anniversary post signing of
Definitive Option Agreement
700,000  1,000,0003,000,000 
Total (Third Option)700,000  1,000,0003,000,000100%
Grand Total1,500,000  4,000,0006,000,000100%

 

Antler will act as the operator during the option period and will be entitled to charge a management fee of 10% of expenditures incurred on the Project.

A Special Purpose Vehicle will be formed at the start of option period, as defined in the Agreement. The Company will be granted a 2% NSR royalty on the entire Project. Following the execution of the Agreement, Fortress will prepare the Definitive Agreement within 30 business days.

Cannot view this image? Visit: https://images.newsfilecorp.com/files/5124/210222_9684e965c402cb4f_003.jpg

Figure 1: Map showing the Erongo Gold Project area EPLs and locations of the neighboring Twin Hills Gold Project (Osino Resources-Yintai Gold Corp.) and QKR’s Navachab Gold Mine.

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/5124/210222_9684e965c402cb4f_003full.jpg

Qualified Person

The technical and scientific information in this presentation has been reviewed and approved by Mr. Oliver Tors, B.Sc (Hons)., Exploration Manager of the Company, who is registered as Professional Natural Scientist with the South African Council for Natural Scientific Professions (SACNASP) (Pr. Sci. Nat. No. 120660) and is a Qualified Person as defined by NI 43-101. Mr. Tors is an employee of Antler Gold Inc. and is not independent of the Company under NI 43-101.

About Antler Gold Inc.

Antler Gold Inc. (TSXV: ANTL) is a Canadian listed mineral exploration company focused on the acquisition and exploration of mineral projects in Africa's Top-Ranked Jurisdictions, with exposure to both gold and Rare Earth Elements. The Company continues to assess new regional opportunities with the aim of building a risk diversified business model, which allows the company to generate short and long- term income whilst providing stakeholders with exposure to potential multiple returns that are generated from the discovery process.

Cautionary Statements

This press release may contain forward-looking information, such as statements regarding the completion of the transactions subject to the Option Agreement and future plans and objectives of Antler and its subsidiaries, Antler Gold Namibia and others in relation to the Project. 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 contemplated by the Option Agreement. 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.sedarplus.ca.

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 Chris Drysdale, CEO of Antler Gold Inc. at +264 81 220 2439 or email at chris@antlergold.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/210222

FAQ

What is the value of the option agreement for the Erongo Gold Project?

The option agreement allows Fortress Asset Management to acquire up to 100% interest in the Erongo Gold Project for US$ 5.5 million and US$ 6 million in exploration expenditures.

What is the size of the Erongo Gold Project area?

The Erongo Gold Project spans 19,514.44 hectares.

Where is the Erongo Gold Project located?

The Erongo Gold Project is located in the South Central Zone of the Damara Belt in Namibia, near Twin Hills and Navachab Gold Mine.

What are the key terms of the agreement for the Erongo Gold Project?

Key terms include cash payments, share issuance, and exploration expenditures totaling US$ 5.5 million and US$ 6 million, with Antler earning a 10% management fee and a 2% NSR royalty.

What are the notable exploration findings at the Erongo Gold Project?

Initial findings include high-grade gold assays up to 80 g/t Au, favorable geological units, and promising geophysical survey results.

What are the exploration commitments under the Erongo Gold Project agreement?

Fortress must incur US$ 6 million in exploration expenditures over three years to earn up to 100% interest in the project.

What management role will Antler Gold have during the option period?

Antler Gold will act as the project operator and will earn a 10% management fee on expenditures.

ANTLER GOLD INC

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