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.