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Antler Gold - Issuers News - Numus Financial

Antler Gold Closes Private Placement Financing Of Units

HALIFAX, Nova Scotia, July 8, 2022
Antler Gold Inc. has closed a private placement financing to raise gross proceeds of $1,150,000 from the sale of 11.5 million units of the Company priced at 10 cents per Unit initially announced on June 8th, 2022, and upsized on June 23rd , 2022. Each unit consists of one common share of Antler and one share purchase warrant. Each Warrant is exercisable to purchase one Common Share at a price of 15 cents per share for a period of 24 months from the closing date of the Financing.

Numus Capital Corp. acted as an agent for the Financing. The Agent is a non-arm’s length party, as the Agent is controlled by a director and an insider of Antler. As compensation for its services, the Agent will receive compensation in the form of 399,000 compensation units, being equal to 7.0% of the Units sold by the Company other than to insiders and certain other existing shareholders of the Company. Each compensation unit consists of one Common Share and one share purchase warrant, with each warrant being exercisable to purchase one Common Share at a price of 15 cents per share for a period of 24 months from the Closing Date.

All securities issued pursuant to the Financing are subject to a four-month hold period until November 8, 2022. Insiders subscribed for a total of 5.8 million units, including 2.9 million units subscribed for by officers and directors. Participation by these insiders in the Financing is exempt from the formal valuation and shareholder approval requirements contained in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions as the Company’s securities are not listed or quoted on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by
PLUS Markets Group plc; the amount invested by the insiders was less than $2,500,000; and the Company has one or more independent directors in respect of the Financing who are not employees of the Company, and at least two-thirds of such directors have approved the Financing. The Company’s material change report in relation to the insiders’ participation in the Financing will not have been filed at least 21 days before the closing of the Financing as their participation was not known at that time.