HALIFAX, Jan. 26, 2017 /CNW/ - Antler Gold Inc.
("Antler" or "Company") (TSX-V:ANTL) is pleased to
announce it plans to raise up to $2.20
million through a brokered best efforts private placement
that will include the issuance of up to 1,800,000 common shares
("Shares") at a price of $0.70 per
share and up to 1,105,882 flow-through common shares ("FT Shares")
at a price of $0.85 per share for
aggregate gross proceeds of up to approximately $2,200,000 (the "Financing"), subject to TSX
Venture Exchange approval. Mackie Research Capital Corporation will
act as lead agent and sole bookrunner on behalf of a syndicate
including Haywood Securities Inc. and PowerOne Capital Markets
Limited (the "Agents"). Insiders and certain other existing
shareholders of Antler ("Excluded Purchasers") intend on
subscribing for Shares and/or FT Shares under the
Financing.
The Company has agreed to grant the Agents an option (the
"Over-Allotment Option"), to purchase, in whole or in part, up to
an additional 15% of such number of Shares and FT Shares sold by
the Agents, excluding any Shares and FT Shares sold to Excluded
Purchasers (the "Excluded Shares"), to cover over-allotments, if
any. The Over-Allotment Option shall be exercisable, in whole or in
part by the Agents at any time up to 48 hours prior to the closing
date of the Financing.
As compensation for its services, the Agents will receive a cash
commission equal to (a) 7% of the gross proceeds of the Financing
other than proceeds from the sale of the Excluded Shares and (b) 2%
of the gross proceeds from the sale of the Excluded Shares. The
Agents will also receive non-transferable compensation options
which will entitle them to acquire such number of common shares as
is equal to 5% of the number of Shares and FT Shares sold under the
Financing other than the Excluded Shares at a price of $0.70 per common share. These options will be
exercisable for a period of 18 months from the closing of the
Financing.
Antler intends to use the net proceeds of the Financing to
continue exploration on its Wilding Lake Gold project in
Central Newfoundland and for
working capital purposes. The proceeds of the FT Shares are to
qualify for the Canadian Exploration Expense and will be renounced
to subscribers of such shares no later than December 31, 2017. All securities issued pursuant
to the Financing will be subject to a four-month statutory hold
period from the date of issue.
Cautionary Statements
This press release may contain forward-looking information, such
as statements regarding the planned Financing, completion of the
transaction and future plans of the Company. 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, including risks relating to the ability to
satisfy the conditions to complete the Financing. Actual results
may differ materially from results suggested in any forward-looking
information. Antler 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. Additional information identifying risks
and uncertainties is contained in the filings made by Antler with
Canadian securities regulators, which filings 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.
