Antler Gold Announces $500,000 Private Placement Financing

Antler Gold Inc. (TSXV: ANTL) ("Antler" or the "Company") is pleased to announce that it has entered the definitive agreement (the "Definitive Agreement") with Fortress Asset Management LLC ("Fortress") for the Erongo Central Gold Project (the "Project") in Namibia.

The previously announced binding letter of intent has now been superseded by the Definitive Agreement, under which Fortress can acquire from Antler Gold Namibia (Proprietary) Limited up to a 100% interest in the Project (the "Transaction"). Under the terms of the Definitive Agreement, Fortress will provide total consideration of US$5.5 million and an additional US$6.0 million for exploration expenditures on the Project over the term of the Definitive Agreement. Additionally, Antler will retain a 2% net smelter return royalty on the entirety of the Project, with no buyback provisions. Antler will act as the operator for the Project during the term.

Antler Gold Inc. (TSXV: ANTL) ("Antler" or the "Company") is pleased to provide an update on the expected execution date of the previously announced option agreement with Fortress Asset Management LLC ("Fortress") regarding the Erongo Central Gold Project (the "Project") in Namibia.

As announced on May 23 and 24, 2024, the Company's subsidiary, Antler Gold Namibia (Proprietary) Limited entered into a binding letter of intent dated May 23, 2024 with Fortress (the "LOI"), which allows Fortress to acquire up to a 100% interest in the Project for total consideration of US$5.5 million and incurring US$6.0 million in exploration expenditures, with Antler retaining a 2% net smelter return royalty and acting as the operator for the Project during the three option periods (the "Transaction").

Further to Antler Gold Inc.'s (TSXV: ANTL) ("Antler" or the "Company") News Release dated May 23, 2024 (the "Erongo Gold News Release"), the transaction contemplated in the Letter of Intent between the Company and Fortress Asset Management LLC, as described in the Erongo Gold News Release, is subject to TSX-V and shareholder approval.

For further details please see News Releases dated April 22, 2020, May 14, 2020, May 27, 2020, June 23, 2020, May 3, 2021, August 4, 2021 and the Erongo Gold News Release.

Antler Gold Inc. (TSXV: ANTL) ("Antler" or the "Company") is pleased to announce that its subsidiary, Antler Gold Namibia (Pty) Ltd ("Antler Nam"), has signed a binding Letter Of Intent ("LOI") with Fortress Asset Management LLC ("Fortress" or the "Optionee"), an arms-length private company. Pursuant to the Agreement, the Optionee will be granted the right to acquire up to 100% interest in the Company's Erongo Central Gold Project (the "Project") over a three-year period for total consideration of US$ 5.5 million and incurring US$ 6.0 million of exploration expenditures and issuing Antler a 2% net smelter return ("NSR") across the entire Project.

Antler Gold Inc. (TSXV: ANTL) ("Antler" or "Company") is pleased to announce the expansion of its land holding in Namibia. Two additional exploration licenses have been awarded to Antler by the Ministry of Mines and Energy of Namibia, pending issuance of environmental clearance, as well as the renewal of Exclusive Prospecting Licenses EPL-8010 and EPL-6408 (Erongo Central Gold Project).

Highlights

• Two newly-awarded licenses, EPL-9134 and EPL-9135, expand the Paresis Gold Project land package to ~812 km² (81,189 ha) within the highly prospective 'gold corridor' of Namibia (Figure 1 and Figure 2).

• A gold project with high potential to host gold deposits similar to the Otjikoto Gold Mine (B2Gold), the Ondundu Gold deposit, as well as recent discoveries such as the Eureka Gold Project (Osino Resources) (Figure 1).

• Additional potential on EPL-9134 for a Carlin-style gold deposit, referred to as the Victory Gold Target, an area with a large regional-scale thrust fault and numerous base metal (copper, lead and zinc) occurrences indicating a fertile mineral system (Figure 4).

• The Erongo Gold Project, EPL-8010 and EPL-6408, bordering the Twin Hills Gold Project (Osino Resources-Yintai Gold Corp.^[i]), has been granted renewal for another two years.

"We are pleased to announce the granting of new licenses, further strengthening Antler's presence in the emerging Damara Gold Province, referred to as the gold corridor of Namibia. With access to roughly 2,000 km² in the Central and Northern Zones of the Damara Belt, Antler is strategically positioned to explore the significant potential of this region. Additionally, the renewal of EPL-8010 and EPL-6408 solidifies our Erongo Gold Project, providing contiguous land adjacent to the Twin Hills Gold Project recently acquired by Yintai Gold Corp. for C$368 million in an all-cash dealⁱ. Our commitment remains in maximizing shareholder value through strategic partnerships and ongoing exploration efforts," said Christopher Drysdale, CEO of Antler Gold Inc.

Figure 1: Antler's land holding relative to in-country peers B2Gold Namibia (pink), Osino Resources Namibia (blue), and WIA Gold (green). Background image: ESRI Earth natural colour satellite imagery.

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Paresis Gold Project

The Paresis Gold Project is now made up of EPL-8711 (approx. 21,000 ha) and EPL-9135 (approx. 23,700 ha) situated between the towns of Otjiwarongo and Outjo, and EPL-9134 (approx. 36,400 ha) situated ~7km west of the town Outjo (Figure 2 and Figure 3). The project area is ~300 km from the capital Windhoek, in north central Namibia. Refer to News Releases dated February 5, 2024, and September 14, 2023, for more background on the Paresis Gold Project.

Figure 2: Paresis Gold Project area comprising EPL-8711, EPL-9135 and EPL-9134 (Victory Gold Target) relative to in-country peers B2Gold Namibia (pink), Osino Resources Namibia (blue), and WIA Gold (green).

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Figure 3: Overview map of the Paresis Gold Project license EPL-8711 and new EPL-9135. Relevant geological units (250K Geology Source: Geological Survey of Namibia) overlain on ESRI Earth natural colour satellite imagery.

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Victory Gold Target

The Victory Gold Target is located within the new EPL-9134 (approx. 33,472 ha), situated 7 km west of the town Outjo, in north central Namibia, within the Northern Zone (NZ) and Northern Margin Zone (NMZ) of the Damara Orogenic Belt (Figure 2 and Figure 4). With this conceptual project, Antler is targeting Carlin-type/sediment-hosted disseminated gold in an area that has strong mineralization potential - regional-scale thrust, faults, layered and folded permeable carbonate host rocks, and existing base metal occurrences indicating hydrothermal activity.

Figure 4: Overview map of the new Victory Gold Target on license EPL-9134. Relevant geological units (250K Geology Source: Geological Survey of Namibia) overlain on ESRI Earth natural colour satellite imagery.

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The EPL includes two of the tectonostratigraphic zones of the Damara Orogen, namely the NZ, and the NMZ, a narrow zone between the southern edge of the Northern Platform (NP) and the northern edge of the NZ (Miller, 2008)^[ii] (Figure 5). The NZ comprises carbonates, schists and siliciclastics of the Swakop Group, whereas the NMZ comprises deep-water carbonates of the coeval Otavi Group, and siliciclastic rocks of the Mulden Group (Table 1), the highest stratigraphic unit of the Damara Supergroup. Two glacial horizons, i.e. the Chuos and Ghaub diamictites, subdivide the Swakop and Otavi Groups into subgroups (Table 1), providing distinct lithological and geochronological markers, but outcrops of the Chuos within the EPL are poor.

The sequences have been multiply folded and faulted (local and regional-scale) during the Pan-African Damara Orogeny during which the NZ has been thrust northwards onto Otavi, Mulden (NMZ) and pre-Damara rocks along the NE-trending, km-scale, deep-seated regional Khorixas-Gaseneirob Thrust (KGT), marking the edge of the NZ (Miller, 2008).

This deformation history provides ample structural pathways, the right plumbing for superheated gold-bearing hydrothermal fluid channelization up through the crust and into the highly-permeable carbonate host rocks where it is potentially deposited as microscopic gold within pyrite. Gold-bearing hydrothermal fluids also carry arsenic, mercury, antimony and thallium that are important pathfinder elements that will guide exploration.

Both the NZ and NMZ are host to numerous mineral deposits, including in the NZ the Otjikoto Gold Mine (B2Gold), the Ondundu and Eureka Gold Projects (Osino Resources) (Figure 1), the Okanjande Graphite deposit (Northern Graphite), the Okorusu Fluospar Mine, and in the NMZ, the Kombat and Berg Aukas polymetallic deposits, evidencing this geological environment's fertile nature.

Figure 5: Tectonostratigraphic zones of the Damara Orogen (Miller, 2008).

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Table 1: Stratigraphy of the Victory Gold Project tenement.

About Antler Gold Inc.

Antler Gold Inc. (TSXV: ANTL) is a Canadian listed mineral exploration company focused on organic royalty creation in Africa's Top-Ranked Jurisdictions. The Company continues to assess new regional opportunities with the aim of building a risk diversified business model, that allows the Company to generate short and long-term income whilst providing stakeholders with exposure to potential multiple returns that are generated from the discovery process.

Qualified Person

The technical and scientific information in this presentation has been reviewed and approved by Oliver Tors, B.Sc (Hons)., Exploration Manager of the Company, who is a registered Professional Natural Scientist (Pr.Sci.Nat. No. 120660) with the South African Council for Natural Scientific Professions (SACNASP) and a Qualified Person as defined by NI 43-101. Mr. Tors is an employee of Antler Gold Inc. and is not independent of the Company under NI 43-101.

Cautionary Statements

Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions, and expectations. They are not guarantees of future performance. Words such as "expects", "aims", "anticipates", "targets", "goals", "projects", "intends", "plans", "believes", "seeks", "estimates", "continues", "may", variations of such words, and similar expressions and references to future periods, are intended to identify such forward-looking statements. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Futhermore, 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. Actual results may differ materially from results suggested in any forward-looking information. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, Antler Gold 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 Gold. Additional information identifying risks and uncertainties is contained in the filings made by Antler Gold with Canadian securities regulators, which filings are available at www.sedarplus.ca.

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 Christopher Drysdale, CEO of Antler Gold Inc., at +264 81 220 2439