Antler Gold Announces $500,000 Private Placement Financing

Halifax, Nova Scotia--(Newsfile Corp. - November 14, 2023) - Antler Gold Inc. (TSXV: ANTL) ("Antler" or the "Company") is pleased to announce that it plans to complete a private placement financing for gross proceeds of up to $500,000 (the "Financing") by the sale of up to 10,000,000 units of Antler (each, a "Unit") at $0.05 per Unit. Each Unit will consist of one common share of Antler (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant will be exercisable to purchase one Common Share at a price of $0.10 per share for a period of 36 months from the closing date of the Financing (the "Closing Date").

To facilitate the Financing, Antler has entered into an agreement with Numus Capital Corp., a registered Exempt Market Dealer, to act as agent for the Financing (the "Agent"). Antler has agreed to pay to the Agent a cash commission equal to 7.5% of proceeds raised from investors introduced by the Agent, except on subscriptions received from directors, officers, and employees of Antler and to issue compensation warrants entitling the Agent to purchase that number of Common Shares as is equal to 7.5% of the Units sold to investors introduced by the Agent, except on subscriptions received from directors, officers, and employees of Antler. Each compensation warrant will be exercisable into one Common Share of Antler at $0.10 per share for a period of 36 months from the Closing Date.

Completion of the Financing is subject to the satisfaction of certain conditions, including the approval of the TSX Venture Exchange, and all securities issued pursuant to the Financing will be subject to a four-month and one day hold period.

The engagement of Numus Capital Corp. and the Financing may constitute Related Party Transactions under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI-61-101"). Antler is relying upon an exemption for shareholder approval required under section 5.7(1)(a) of MI 61-101 on the basis that any related party elements of such transactions would not exceed 25% of market capitalization of Antler.

The net proceeds from the Financing are designated for the continued development of our exploration activities in Namibia and Zambia, where initial findings have been constructive. In keeping with our focus on project generation and organic royalty creation, a portion of these subscription funds will be dedicated to identifying and securing new regional opportunities in southern Africa. The strategy is designed to enhance Antler's business model, which aims to provide both short and long-term revenue. The allocation of the proceeds of the Financing also includes funds for general corporate purposes, ensuring operational efficiencies and the ongoing growth of Antler within Africa's premier mining jurisdictions.

About Antler Gold Inc.

Antler Gold Inc. (TSXV: ANTL) is a Canadian listed mineral exploration company focused on project generation and organic royalty creation in Africa's Top-Ranked Jurisdictions. The Company continues to assess new regional opportunities with the aim of building a diversified business model that allows the Company to generate short and long-term revenue opportunities 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 exploration properties and activities. This information is based on current expectations and assumptions (including assumptions relating to 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 Gold does not assume any 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 securities laws applicable to Antler Gold. Additional information identifying risks and uncertainties is contained in the filings made by Antler Gold with Canadian securities regulators, which filings are available at www.sedarplus.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.

For further information, please contact Christopher Drysdale, CEO of Antler Gold Inc., at +264 81 220 2439

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/187377