Antler Gold Closes Brokered Private Placement Financing of Units

Halifax, Nova Scotia--(Newsfile Corp. - December 20, 2023) - Antler Gold Inc. (TSXV: ANTL) ("Antler" or the "Company") has closed a brokered private placement financing raising gross proceeds of $500,000 (the "Financing") from the sale of 10 million units of the Company (each, a "Unit") priced at $0.05 per Unit announced on November 14, 2023. Each Unit consists of one common share of Antler (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant is 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").

Numus Capital Corp., a registered Exempt Market Dealer, acted as agent for the Financing (the "Agent"). In connection with the Financing, Antler paid cash commissions of $20,250 and issued 405,000 broker warrants to the Agent. Each broker warrant entitles the Agent to acquire one Common Share at an exercise price of $0.10 and is exercisable for a period of 36 months from the Closing Date.

The Agent is a non-arm's lengthy party to the Company as each of an insider and a former director of the Company hold a non-controlling interest in the Agent. The engagement of the Agent, and the purchase of Units by insiders of the Company pursuant to the Financing, constitute Related Party Transactions under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Antler has relied upon an exemption for formal valuation and minority shareholder approval required under sections 5.5(a) and 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 Financing was unanimously approved by all members of the Board of Directors of the Company not in a declared conflict of interest.

All securities issued pursuant to the Financing are subject to a four-month hold period until April 21, 2024. Insiders purchased a total of 4.6 million Units, including 0.5 million Units purchased by an officer of the Company. The Financing remains subject to final approval of the TSX Venture Exchange.

The net proceeds are designated for the continued development of Antler's 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 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.

Further details are available on the Company's website at www.antlergold.com.

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, at +264 81 220 2439.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/191847