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.
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.
For further information: Daniel Whittaker, President and CEO of Antler Gold Inc., at (902) 488-4700; or Darren Rowles, President and CEO of Sona Nanotech Inc., at (902) 880-9925.