HALIFAX, Aug. 16, 2019 /CNW/ - Antler Gold Inc.
("Antler") (TSXV: ANTL) and Sona Nanotech Inc.
("Sona") (CSE: SONA) are pleased to announce that
Antler has acquired from Sona a 100% interest in certain mineral
claims comprising the Crescent Lake/KM61 molybdenum-copper-silver
project located in Armstrong,
Ontario (the "Property"), as announced in a press
release dated May 15, 2019.
Antler acquired the Property (the "Transaction") 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.
The Transaction was a Non-Arm's Length transaction pursuant to
TSX Venture Exchange ("TSXV") policies, as Daniel Whittaker is the CEO and a director of
Antler and a director of Sona; Jim Megann is a director
of Antler and former director of
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 Transaction was 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), at the annual and special meeting of
shareholders held on June 27,
2019.
Cautionary Statements
This press release may contain
forward-looking information, such as statements regarding amounts
payable upon a Future Transaction 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.
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.