Antler Hill Oil & Gas Ltd.
TSX VENTURE : AHO.H
NEX BOARD : AHO.H

September 19, 2016 16:01 ET

Antler Hill Announces Qualifying Transaction

CALGARY, ALBERTA--(Marketwired - Sept. 19, 2016) - Antler Hill Oil & Gas Ltd. (the "Corporation" or "Antler Hill") (NEX:AHO.H), a capital pool company listed on the NEX, is pleased to announce details concerning its proposed qualifying transaction involving a proposed business combination with PetroPhoenix Capital Corp. ("PetroPhoenix"). PetroPhoenix is a privately held company incorporated under the Business Corporations Act (Alberta) ("ABCA") and operates as an oil and gas exploration and development company with various working interests in producing properties in the State of Kansas.

Antler Hill entered into a letter agreement with PetroPhoenix dated September 13, 2016 (the "Letter Agreement") pursuant to which Antler Hill and PetroPhoenix intend to complete a three cornered amalgamation (the "Transaction") whereby Antler Hill will incorporate a new wholly owned subsidiary which will amalgamate with PetroPhoenix to form a new company (the "Resulting Issuer"). Under the Letter Agreement Antler Hill will complete a one for ten (1:10) consolidation of all of its issued and outstanding common shares (the "Consolidation") and the parties will complete the following exchange of securities, at a deemed issue price of C$0.31818 per common share, for an aggregate purchase price of C$5,000,000:

  1. each outstanding PetroPhoenix common share, being 5,000,000, shall be exchanged for 3.1429 common shares of the Resulting Issuer ("Resulting Issuer Common Shares"), resulting in an aggregate issuance of 15,714,376 Resulting Issuer Common Shares; and
  2. each one (1) outstanding Antler Hill common shares will be exchanged for one (1) Resulting Issuer Common Share, resulting in an aggregate issuance of 1,100,000 Resulting Issuer Common Shares.

All currently outstanding stock options of Antler Hill shall be cancelled at or prior to closing.

It is intended that the Transaction, when completed, will constitute the qualifying transaction of the Corporation pursuant to Policy 2.4 of the TSX Venture Exchange Inc. (the "TSX Venture") Corporate Finance Manual. The Transaction is subject to the policies of the TSX Venture relating to qualifying transactions. Antler Hill will hold a special meeting of its shareholders on or before the closing date to obtain authorization for the Consolidation and to change its name to "PetroPhoenix Resources Ltd.". Following completion of the Transaction, it is anticipated the Resulting Issuer will be classified as an oil and gas issuer.

About PetroPhoenix

PetroPhoenix is a private Alberta corporation with its head office in Calgary, Alberta. PetroPhoenix, through its wholly-owned subsidiary, PetroPhoenix Oil Corp., a corporation incorporated in the State of Kansas, USA, has interests in 16 oil and gas wells located in Lane and Graham Counties, Kansas. All of the properties are operated by Flatirons Resources LLC, a private issuer headquartered in Denver, Colorado.

According to a report prepared by William E. Richardson, P.E. of ROEC, Inc. of Santa Fe, New Mexico, a qualified reserves evaluator under National Instrument 51-101, as of July 1, 2016, proved remaining net reserves for the Company are estimated to be 93.2 thousand barrels of oil (MBO) which represent a 15 percent discounted net present value (PV15) of US$1,556,699.

Company Reserves and Value by Reserve Category
Reserve Category MBO MMCF PV15
PDP 93.1 0.0 US$1,556,699
PDNP 0.0 0.0 -0-
PUD 0.0 0.0 -0-
Total Proved 93.1 0.0 US$1,556,699

Reserve estimates are in accordance with National Instrument 51-101 And COGEH definitions. The net present value disclosed above is before tax and does not reflect State and Federal income tax, and may not represent the fair market value of the reserve estimates.

PetroPhoenix received no revenue for gas production from these properties. Future basis product prices are from Chapman Petroleum Engineering Ltd. West Texas Intermediate (WTI) guidance as of January 1, 2016. The basis oil price is adjusted for gravity and transportation (price differential) to calculate the net wellhead price for PetroPhoenix.

PetroPhoenix is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares, of which only 5,000,000 common shares and no other securities are issued and outstanding. To date, PetroPhoenix has raised C$5,500,000 from its directors, officers and insiders, a portion of which was used to acquire the properties.

Summary of the Proposed Qualifying Transaction

Pursuant to the arm's length Letter Agreement, and subject to the terms and conditions thereof, Antler Hill and PetroPhoenix have agreed to complete the Transaction to form the Resulting Issuer.

Pursuant to the Letter Agreement, the parties have agreed to use their "commercially reasonable efforts" to cause Antler Hill to complete a private placement (the "Antler Hill Private Placement") of a minimum of 3,142,875 common shares at a price of C$0.31818 per common share for gross proceeds of a minimum of C$1,000,000 to close concurrently with the Transaction after giving effect to the Consolidation. The parties acknowledge that Antler Hill reserves the right to engage an agent (the "Agent") to act as agent on a "commercially reasonable efforts" basis for the Antler Hill Private Placement and in connection therewith will pay a cash commission to the Agent in an amount to be determined.

The proceeds of the Antler Hill Private Placement will be used to fund a portion of PetroPhoenix's costs of the Transaction, continuing operating expenses, and for general working capital purposes.

Upon completion of the Consolidation, Transaction and the Antler Hill Private Placement, the Resulting Issuer will have issued and outstanding approximately 20,256,609 Resulting Issuer Common Shares and stock options entitling the holders thereof to purchase up to 2,025,661 Resulting Issuer Shares. This figure includes shares to be issued to finders in respect of their services to PetroPhoenix but does not include any securities that may be issued to an agent or sponsor in connection with the Transaction.

Summary of Proposed Directors, Officers and Insiders

The board of Antler Hill will consist of four directors: Vic Luhowy, who is currently a director of the Corporation, and the following three nominees of PetroPhoenix: Damien Thenin, Michael Rivett Carnac and John Harkins, provided the TSX Venture does not object to such nominations and such persons are eligible to act as directors pursuant to the requirements of the ABCA.

After the closing of the Transaction, the officers of the Resulting Issuer will be appointed by the Board of Directors of the Resulting Issuer and will include Damien Thenin as President and Chief Executive Officer and Darren Moulds, as Chief Financial Officer and Corporate Secretary. The following is a description of the backgrounds of the proposed directors and officers.

Damien Thenin, Age 37,
Proposed President, CEO, and Director
Mr. Thenin has 14 years of international and domestic experience in the oil and gas industry, consulting for various companies including Shell, BP, Total, Saudi Aramco, KNOC, Nexen, Africa Oil, Cenovus Energy and MEG Energy. He graduated from the Nancy School of Geology, France, with a Master's degree in Engineering and Earth Sciences in 2003. He specializes in 3D interpretation and modeling technologies in addition to traditional geoscience methods to promote exploration and early pre-development projects. Most recently, he was a cofounder and director of Emzed Exploration Services Inc., a private consulting company. Mr. Thenin is also the President of GeoDT Consulting Inc., a private consulting company.
Darren Moulds, Age 40,
Proposed Chief Financial Office and Corporate Secretary
Mr. Moulds has served as Chief Financial Officer for a number of public and private oil and gas issuers. He currently serves as Chief Financial Officer of Sonoro Energy Ltd. (SNV TSXV) and Horizon Petroleum Ltd. (HPL TSXV) and has been Chief Financial Officer of a number of other public oil and gas entities having assets all over the world. Prior thereto, Mr. Moulds was the controller of Centurion Energy Ltd. and a manager with PricewaterhouseCoopers LLC. Mr. Moulds has been involved in debt and equity raises throughout North America, the United Kingdom and Norway. Mr. Moulds holds a Bachelor of Commerce from the University of Saskatchewan and holds a Certified Public Accountant designation from the State of Illinois.
Victor Luhowy, Age 68,
Proposed Director
Mr. Luhowy has been the Chairman and a Director of Antler Hill since August 2012 and Interim President and Chief Executive Officer since 2013. Mr. Luhowy has over 45 years of experience in the petroleum industry. He graduated from the University of Alberta with a B.Sc. in Engineering in 1971 and obtained an MBA from the University of Calgary in 1992. Most recently he has been President and Chief Executive Officer of BelAir Energy Inc. and President and Chief Executive Officer of Mystique Energy Inc. Mr. Luhowy is a Director of BlackPearl Resources Inc. and President and Director of Bel Air Petroleum Management Ltd., a private consulting company.
Michael Rivett-Carnac, Age 33,
Proposed Director
Mr. Carnac has over 10 years international commercial oil and gas experience, most recently as Legal Manager of Worldwide Petroleum Services (Singapore) Limited, Transition Resources Limited, CaribX Limited and Vela Energy Limited, all of which are private oil and gas companies with interests in international resource projects. Mr. Carnac holds a Bachelor of Laws degree from the University of Bristol.
John Harkins, Age 60,
Proposed Director
Mr. Harkins has over 36 years of oil and gas industry experience domestically and internationally. He has successfully led equity and debt financings and corporate restructuring efforts. Mr. Harkins is currently President and Chief Executive Officer of Greenfields Petroleum Corporation (GNF TSXV), and an independent Director of Strategic Oil and Gas (SOG TSXV). Mr. Harkins holds a Bachelor of Applied Science degree in Chemical Engineering from University of Toronto.

The foregoing directors and officers will be insiders of the Resulting Issuer. In addition to the directors and officers, Aumbry Holdings Ltd., the holding company of Michael Rivett-Carnac, and Arcadia Park Trust, a trust formed under the laws of Jersey, each of which will hold greater than 10% of the issued and outstanding shares of the Resulting Issuer upon completion of the Transaction, will also be insiders.

Information Concerning Antler Hill

Antler Hill is a capital pool company listed for trading on the NEX board of the TSX Venture. Antler Hill currently has 11,000,000 common shares outstanding, stock options outstanding to acquire 1,100,000 Antler Hill common shares at a price of C$0.05 per share until April 22, 2020. As at June 30, 2016, Antler Hill had cash and near cash assets, net of liabilities, of approximately C$130,000.

Additional Information and Description of Significant Conditions to Closing

The completion of the Transaction is subject to the approval of TSX Venture and all other necessary regulatory approval.

The completion of the Transaction is also subject to additional conditions precedent, including completion of the Antler Hill Private Placement, the Founders Financing, the PetroPhoenix Private Placement, shareholder approval of Antler Hill and PetroPhoenix, satisfactory completion of due diligence reviews by the parties, execution of a definitive agreement, board of directors approval of Antler Hill and PetroPhoenix, and certain other usual conditions.

When a definitive agreement between Antler Hill and PetroPhoenix is executed, which is expected to occur shortly, in accordance with the policies of the TSX Venture, Antler Hill will issue a subsequent press release containing the details of the definitive agreement and additional terms of the Transaction, including information relating to sponsorship, summary financial information in respect of PetroPhoenix, and to the extent not contained in this press release, additional information with respect to the P&NG reserves information of PetroPhoenix and pro forma share capital of the Resulting Issuer.

The Transaction will be an arm's length transaction as none of the directors, officers or insiders of Antler Hill own any interest in PetroPhoenix and none of the directors, officers or insiders of PetroPhoenix own any interest in Antler Hill.

Sponsorship of Qualifying Transaction

Sponsorship of a qualifying transaction of a capital pool company is required by the TSX Venture unless exempt in accordance with TSX Venture policies. Antler Hill intends to apply for an exemption from the sponsorship requirements. There is no assurance that Antler Hill will ultimately obtain an exemption from sponsorship.

Reinstatement to Trading

Trading of the Antler Hill Common Shares will not resume until all documents required by the TSX Venture have been filed. Antler Hill will issue a further news release when TSX Venture has received the necessary documentation and trading of the Antler Hill Common Shares is to resume.

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 Transaction is subject to a number of conditions, including but not limited to, TSX Venture acceptance and shareholder approval. 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 Information Circular 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 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 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.

The securities of Antler Hill being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Contact Information

  • Antler Hill Oil & Gas Ltd.
    Vic Luhowy
    Interim President & CEO
    (403) 860-4225
    vic@davincibb.net