Antler Gold Inc. has received the requisite shareholder and regulatory approval from the TSX Venture Exchange to amend the Fortress Asset Management LLC Erongo Central Gold Project agreement.
The companies signed a binding Letter of Intent with Fortress Asset Management LLC in May 2024.
The agreement entailed that Fortress would be granted the right to acquire up to 100% interest in Antler Gold’s Erongo Central Gold Project over three years for US$5.5 million.
Fortress would also incur US$6 million of exploration expenditures, issuing Antler a 2% net smelter return across the project.
In December 2024, the companies amended the agreement, entailing that in exchange for 80% of the Erongo Central Gold Project, Antler will receive US$800,000 in cash within 10 business days of an entity controlled by Fortress becoming publicly listed.
Antler Gold will also receive C$4.11 million in FortressCo’s shares before it becomes publicly listed.
Fortress had already paid US$50,000 under the terms of the agreement by December 2024.
Fortress will have the option to make a cash payment to Antler of C$4,11 million instead of shares, in addition to the US$800,000 cash payment referenced, should it fail to become publicly listed by the indicated timeline.
Fortress will retain the right to acquire the remaining 20% equity ownership interest in the project on or before the third anniversary of becoming publicly listed in consideration for US$1.7 million, of which at least 50% is payable to Antler in cash and the remainder in FortressCo shares.
Antler will also retain a 2% net smelter return royalty on the project, providing long-term upside to Antler shareholders.
Antler Gold CEO Christopher Drysdale said securing TSX Venture Exchange approval for the amending agreement and shareholder approval is a significant milestone for the company.
“The enhanced upfront payment structure provides Antler with the financial flexibility to advance other strategic opportunities in Namibia and beyond while maintaining a royalty interest for future upside,” Drysdale said.
