CALGARY, ALBERTA–(Marketwired – Dec. 8, 2016) –
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Antler Hill Oil & Gas Ltd. (the “Corporation” or “Antler Hill“) (NEX:AHO.H), a capital pool company listed on the NEX, announces the following updates in connection with its Qualifying Transaction, as previously announced on September 19, 2016. Antler Hill has entered into a letter of engagement with Richardson GMP Ltd. (“RGMP“), in connection with a proposed brokered equity financing (the “Offering“). The Offering is expected to be completed pursuant to TSX Venture Exchange Policy 4.6 Public Offering by Short Form Offering Document (“TSX-V Policy 4.6“). A short form offering document will be prepared and filed by Antler Hill pursuant to TSX-V Policy 4.6 shortly. Under the Offering, RGMP will assist Antler Hill on a commercially reasonable efforts basis, to find subscribers for a minimum of 15,625,000 common shares of Antler Hill at a price of $0.064 per common share (after giving effect to the Consolidation described below), for minimum gross proceeds of $1,000,000.
In consideration for its services under the Offering, RGMP will receive a commission equal to 8% (except that a 3% commission will apply to President’s List subscriptions, being subscriptions from certain parties introduced to RGMP by Antler Hill) of the gross proceeds received from the sale of the common shares. Antler Hill will also grant to RGMP, an agent’s option entitling RGMP to purchase such number of common shares equal to 8% of the aggregate number of common shares sold to non-President’s List subscribers and 3% of the aggregate number of common shares sold to President’s List subscribers, at an exercise price of $0.064 per common share, after giving effect to the Consolidation, for a period of 24 months from the date of closing of the Offering.
RGMP will also be paid a corporate finance fee and will also be reimbursed for all reasonable expenses incurred with respect to the Offering.
The Offering will be completed concurrently with the Qualifying Transaction contemplated under the Agreement below.
The net proceeds from the Offering will be used by the resulting issuer for CAPEX on the resulting issuer’s P&NG assets and for general working capital purposes.
Qualifying Transaction Update
Antler Hill also announces that it, together with its wholly owned subsidiary, 2006152 Alberta Ltd. (“Subco“), entered into an Amalgamation Agreement (the “Agreement“) dated November 29, 2016, with PetroPhoenix Capital Corp. (“PetroPhoenix“). The Qualifying Transaction is structured as a three-cornered amalgamation among Antler Hill, PetroPhoenix and Subco, whereby PetroPhoenix and Subco will amalgamate and the shareholders of PetroPhoenix will receive 78,571,878 common shares in the capital of Antler Hill (post-Consolidation). The amalgamated company will be Antler Hill’s wholly-owned subsidiary and will carry on the business of PetroPhoenix. It is expected that Antler Hill will change its name to “PetroPhoenix Resources Ltd.” after completion of the Qualifying Transaction.
The Agreement involves, among other things, an amendment to the consolidation ratio disclosed in Antler Hill’s September 19, 2016 press release. The Antler Hill consolidation will consist of one post-consolidation common share for every two common shares issued and outstanding (“Consolidation“), resulting in an aggregate of 5,500,000 common shares being issued and outstanding in the capital of Antler Hill (rather than a one for ten consolidation as previously disclosed). Each outstanding Antler Hill stock option or agents’ option shall also be subject to the Consolidation. As previously announced, the Consolidation was approved by the shareholders of Antler Hill at the special meeting of the shareholders of Antler Hill that was held on November 28, 2016.
Closing of the Qualifying Transaction is subject to requisite shareholder and regulatory approval, including the approval of the TSX-V, successful completion of due diligence on the part of Antler Hill and standard closing conditions. Reference is made to Antler Hill’s press release dated September 19, 2016 for additional details relating to PetroPhoenix and the Qualifying Transaction.
Pro Forma Share Capital of the Resulting Issuer
After giving effect to the Qualifying Transaction and completion of the Offering, the resulting issuer is expected to have approximately 101,192,331 post-Consolidation common shares outstanding. This figure may change slightly if Antler Hill increases the size of the Offering prior to the closing date of the Qualifying Transaction.
Sponsorship of Qualifying Transaction
Sponsorship of a qualifying transaction of a capital pool company is required by the TSX-V unless exempt in accordance with TSX-V policies. Antler Hill has applied for an exemption from the sponsorship requirements. There is no assurance that Antler Hill will ultimately obtain an exemption from sponsorship.
Reinstatement to Trading
The common shares of Antler Hill will remain halted pending receipt by the TSX-V of certain required materials from Antler Hill and until Antler Hill engages a sponsor or a sponsorship exemption is granted.
Description of Significant Conditions to Closing
Completion of the Qualifying Transaction is subject to a number of conditions, as noted above. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary and Forward-Looking Statements
As indicated above, completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSX Venture acceptance and shareholder approval. The Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Information Circular or Filing Statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.
Neither the TSX Venture nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture) has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.
Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither PetroPhoenix nor Antler Hill will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Antler Hill.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
