Antler Gold Inc. has revised its agreement with Fortress Asset Management LLC (Fortress), converting the Erongo Central Gold Project transaction from a staged earn-in to an outright sale.
The updated deal is designed to provide immediate value to Antler’s shareholders and reduce future exploration expenditure uncertainties.
“Under the original terms, announced on 18 September 2024, Fortress had the right to acquire up to 100% of the project over three years for US$5.5 million, along with a requirement to incur US$6 million in exploration costs,” said the company.
However, the newly amended agreement, signed on 5 December 2024, delivers a more favourable structure for Antler.
As part of the amended deal, Antler will sell 80% of the Erongo Central Gold Project to Fortress for US$800,000 in cash, which will be paid within 10 business days after FortressCo, an entity controlled by Fortress, becomes publicly listed.
“Antler will receive Cdn$4.11 million in FortressCo shares before the listing takes place. Fortress retains the right to acquire the remaining 20% of the project within three years of FortressCo’s public listing for US$1.7 million, with at least 50% of this amount payable in cash, while the remainder will be in shares of FortressCo,” noted Antler.
The amended transaction also preserves Antler’s long-term financial interests through a 2% net smelter return royalty on the project, with no buyback provisions.
To ensure operational continuity and effective project management, Antler will remain the operator of the project for an initial 24-month period following the transaction.
This comes after Antler had finalised a definitive agreement with Fortress for the Erongo Central Gold Project in Namibia, valued at US$11.5 million (N$200 million).
The amended deal included US$5.5 million in consideration and US$6.0 million for exploration expenditures.
Under the agreement, Fortress acquired up to a 100% interest in the project from Antler Gold Namibia (Proprietary) Limited, while Antler retained a 2% net smelter return royalty and continued as the project operator.
The agreement superseded the previously announced binding letter of intent, which outlined similar terms.
The Erongo Gold Project encompasses four active Exclusive Prospecting Licenses and one application, covering 19,514.44 hectares in the Damara Belt, near the Twin Hills Gold Project and Navachab Gold Mine.
