Antler Hill Oil & Gas Ltd.: Qualifying Transaction Update

CALGARY, ALBERTA--(Marketwired - March 24, 2017) -

NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Antler Hill Oil & Gas Ltd. (the "Corporation" or "Antler Hill") (NEX:AHO.H) announces it has entered into an agency agreement (the "Agreement") with Richardson GMP Limited ("RGMP") in connection with a previously announced financing (the "Short Form Offering") to be completed by way of Short Form Offering Document in accordance with TSX Venture Exchange ("TSXV") policies.

Under the terms of the Agreement, RGMP has been appointed to act as the Corporation's agent to raise, on a "commercially reasonable efforts" basis, gross proceeds of $1,000,000 through the issuance of 15,625,000 common shares in the capital of the Corporation at a price of $0.064 per common share.

In consideration for its services under the Short Form Offering, RGMP will receive a cash 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 the Corporation) of the gross proceeds received from the sale of the common shares. The Corporation 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, for a period of 24 months from the date of closing of the Short Form Offering.

The closing of the Short Form Offering is conditional on the immediate completion thereafter of the Corporation's previously announced Qualifying Transaction, which was conditionally approved by the TSXV on December 12, 2016 and extended on March 15, 2017.

The filing of the Short Form Offering Document with the TSXV will occur immediately after the issuance of this press release. Once the TSXV has issued a Bulletin indicating acceptance of the Short Form Offering Document, RGMP will have sixty (60) days to market and sell the Short Form Offering.

A filing statement prepared in accordance with the requirements of the TSXV in connection with the Qualifying Transaction and dated November 29, 2016 (the "Filing Statement") has been filed with the TSXV and the applicable Canadian securities regulators on SEDAR and is available at www.sedar.com. The Filing Statement contains disclosure with respect to the business and operations of the Corporation and PetroPhoenix Capital Corp.

Information set forth in this news release contains forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. The Corporation cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Corporation's control. Such factors include, among other things: risks and uncertainties relating to the Corporation's ability to complete the proposed Qualifying Transaction; and other risks and uncertainties, including those described in the Corporation's Filing Statement dated November 29, 2016 and filed with the Canadian Securities Administrators and available on www.sedar.com. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, the Corporation undertakes no obligation to publicly update or revise forward-looking information.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 transaction, any information released or received with respect to the 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 has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

A halt in trading shall remain in place until after the Qualifying Transaction is completed or such time that acceptable documentation is filed with the TSX Venture Exchange.

NEITHER 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.