Antler Creek Energy Corp.
TSX VENTURE : AFE

May 25, 2009 18:48 ET

Antler Completes Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - May 25, 2009) - Antler Creek Energy Corp. ("Antler Creek") (TSX VENTURE:AFE) (formerly Testudo Oil & Gas Exploration Ltd.) wishes to announce that it has completed the Qualifying Transaction announced on May 15, 2009. Testudo Oil & Gas Exploration Ltd. consolidated its common shares on a 3.125 old for 1 new basis, changed its name to Antler Creek Energy Corp, closed a private placement and acquired all of the issued and outstanding shares of Batoche Energy Corp ("Batoche"). It is expected that Antler Creek and Batoche will amalgamate on May 31, 2009 and carry on business as Antler Creek Energy Corp. Antler Creek will carry on the business of a junior oil and gas exploration and development company in Western Canada. The common shares of Antler Creek will be listed and posted for trading on the TSX Venture Exchange ("TSXV") under the symbol "AFE".

Antler Creek acquired all of the issued and outstanding shares of Batoche for $2,100,000 which was paid as follows: (a) $550,000 cash; (b) note payable of $1,100,000; and (c) $450,000 which was satisfied by the issuance of 1,000,000 Antler Creek Shares at a deemed price of $0.45 per Antler Creek Share. Antler Creek sold 603,666 Antler Creek Shares with flow through attributes at $0.45 per Antler Creek Share and 748,334 Antler Creek Units at $0.45 per Antler Creek Unit. Each Antler Creek Unit consists of 1 Antler Creek Share (without flow-through attributes) and one common share purchase warrant. Each Antler Creek Warrant entitles the holder to purchase 1 Antler Creek Share (without flow through attributes) until May 22, 2011 at an exercise price of $0.60 per Antler Creek Share. Antler Creek paid a finder who introduced qualified accredited investors a fee of $51,408 plus granted warrants to the finder to acquire up to 108,800 Antler Creek Shares with an exercise price of $0.60 per Antler Creek Share exercisable until May 22, 2011. The Antler Creek Shares issued to the shareholders of Batoche, the Antler Creek Shares issued as part of the financing, the Antler Creek Shares issued upon exercise of the Antler Creek Warrants are subject to a 4 month hold period from the date of closing. The 1,000,000 Antler Creek Shares issued to the shareholders of Batoche are subject to a TSXV Tier 2 Value Escrow Agreement.

There are: (a) 4,000,000 Antler Creek Shares issued and outstanding; (b) Antler Creek Warrants to acquire 857,134 Antler Creek Shares; and (c) options granted to the directors to acquire 364,800 Antler Creek Shares; or (e) 5,221,934 Antler Creek Shares on a fully diluted basis. Officers and directors, as a group: (a) own 1,724,800 issued and outstanding Antler Creek Shares (43.1%); (b) have rights to acquire an additional 595,000 Antler Creek Shares upon exercise of options or warrants; or (c) would own or have rights to acquire 2,319,800 Antler Creek Shares (44.4%) assuming all options and warrants were exercised. Mr. Gregory J. Leia, of Calgary, Alberta is the only shareholder owning in excess of 10% of the issued and outstanding shares. Mr. Leia owns or controls 1,229,800 Antler Creek Shares (30.7%)(directly or indirectly). Mr. Leia has rights to acquire an additional 254,000 Antler Creek Shares upon the exercise of options and warrants for a total of 1,483,800 Antler Creek Shares (28.4%) on a fully diluted basis. Mr. Leia is the Chief Financial Officer and a director of Antler Creek.

ON BEHALF OF THE BOARD

ANTLER CREEK ENERGY CORP

Gus B. Coolidge, President

The TSX Venture Exchange has in no way passed on the merits of this proposed transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Antler Creek Energy Corp.
    Gus B. Coolidge
    President
    (403) 265-4122
    (403) 265-4138 (FAX)
    or
    Antler Creek Energy Corp.
    1510, 777 - 8th Avenue S.W.
    Calgary Alberta T2P 3R5