Antler Gold Signs Agreement to Sell Newfoundland Properties to Altius for 8,220,000 Antler Shares Held by Altius

Halifax, February 3, 2020 - Antler Gold Inc. (TSXV: ANTL) ("Antler") is pleased to announce that it has entered into a binding letter agreement (the "Agreement") with Altius Resources Inc. ("Altius"), a subsidiary of Altius Minerals Corp. (TSX: ALS), to sell Antler's exploration properties located in Newfoundland (the "Property") to Altius in exchange for 8,220,000 common shares of Antler held by Altius (the "Transaction").

The Property is comprised of 373 claims and represents 230 claims that make up the entire Wilding Lake Project, together with 141 claims of the Noel Paul project, 7 claims of the Intersection project and one claim of the Crystal Lake project. The Property was originally acquired by Antler from Altius under option agreements entered into in 2016 and 2017. In exchange for the transfer of the Property to Altius, Altius will transfer 8,220,000 common shares of Antler (which represent approximately 14.4% of Antler's currently outstanding common shares) to Antler for cancellation.

Completion of the Transaction is subject to the satisfaction of certain conditions, including the approval of the TSX Venture Exchange ("TSXV") and approval of shareholders of Antler in accordance with the TSXV policies, with closing expected to occur five business days after all conditions are satisfied. Either party may terminate the Agreement if closing does not occur by July 31, 2020, unless extended by the parties.

The Transaction is a Non-Arm's Length transaction pursuant to TSXV policies and a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Antler is exempt from the valuation and minority approval requirements in MI 61-101 as the fair market value of the Property, as well as the fair market value of the shares to be received as consideration, does not exceed 25% of Antler's market capitalization.

Cautionary Statements

This press release may contain forward-looking information, such as statements regarding the completion of the Transaction and future plans and objectives of Antler. This information is based on current expectations and assumptions (including assumptions in connection with the continuance of the applicable company as a going concern and 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 completion of the Transaction. Actual results may differ materially from results suggested in any forward-looking information. Antler assumes no 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 applicable securities laws. Additional information identifying risks and uncertainties is contained in filings made by Antler with Canadian securities regulators, copies of which 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.

For further information, please contact Daniel Whittaker, President and CEO of Antler Gold Inc., at (902) 488-4700.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/52047