Antrim Energy Inc.

Antrim Energy Inc.

April 26, 2017 18:29 ET

Antrim Announces Filing of Articles of Dissolution and Update on Distribution

CALGARY, ALBERTA--(Marketwired - April 26, 2017) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE U.S.

Antrim Energy Inc. ("Antrim" or the "Company"), announces that the Company has been formally dissolved effective today. The Company filed its Articles of Dissolution, and a Certificate of Dissolution was issued on April 26, 2017, pursuant to the voluntary dissolution procedures under the Business Corporations Act (Alberta).

The Company's remaining funds will be distributed (the "Distribution") to those persons who were shareholders of the Company at the date of dissolution (the "Shareholders"). This final distribution to Shareholders will be made through the Company's transfer agent, CST Trust Company, at such time as the Company receives a final Tax Clearance Certificate from the Canada Revenue Agency and from Alberta Tax and Revenue Administration.

The estimated amount of the Distribution is $0.055 CDN per Common Share(1) (an increase from the Company's previous estimate of $0.050 CDN per Common Share) reflecting positive results from the sale of Antrim's Ireland subsidiary and settlement of the Company's obligations. It is not possible to predict when the tax clearance certificates will be obtained as their receipt is outside of the control of the Company. The Company has appointed 2015960 Alberta Ltd. as administrative agent to co-ordinate effecting the Distribution with CST Trust Company.

For further information on the background to the dissolution and winding up process, shareholders are advised to review the information circular of the Company dated July 26, 2016 available on Antrim's SEDAR profile at www.sedar.com. Representatives of the Company will forthwith be filing notice with the Alberta Securities Commission and the securities commissions in each of the other Provinces in Canada in which the Company is a reporting issuer, advising that the Company has been formally dissolved, and requesting that the Company be removed from the list of reporting issuers. As such, it is not anticipated that any further continuous disclosure will be filed on behalf of the Company.

Note:

(1) - per share figures based on 184,731,076 Common Shares outstanding.

Forward-Looking and Cautionary Statements

This press release contains certain forward-looking statements and forward-looking information which are based on Antrim's internal reasonable expectations, estimates, projections, assumptions and beliefs as at the date of such statements or information. Forward-looking statements often, but not always, are identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "targeting", "forecast", "achieve" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements and information. Antrim believes that the expectations reflected in those forward-looking statements and information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements and information included in this press release should not be unduly relied upon. Such forward-looking statements and information speak only as of the date of this press release and Antrim does not undertake any obligation to publicly update or revise any forward-looking statements or information, except as required by applicable laws.

Forward-looking statements presented in such statements or disclosures may, among other things, relate to: the timing and completion of the Distribution, and anticipated tax clearance certificate outcomes in connection with the Dissolution.

Various assumptions or factors are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Those assumptions and factors are based on information currently available to the Corporation. In some instances, material assumptions and factors are presented or discussed elsewhere in this press release in connection with the statements or disclosure containing the forward-looking statements.

Shareholders are cautioned that the following list of material factors and assumptions is not exhaustive. The factors and assumptions include, but are not limited to the assumptions made in the "Risks and Uncertainties" section of Antrim's Management Discussion & Analysis for Q3 2016 which is available under the Company's profile on SEDAR at www.sedar.com.

The forward-looking statements or disclosures in this press release are based (in whole or in part) upon factors which may cause actual results, performance or achievements of the Corporation to differ materially from those contemplated (whether expressly or by implication) in the forward-looking statements. Those factors are based on information currently available to the Corporation including information obtained by the Corporation from third party sources. Actual results or outcomes may differ materially from those predicted by such statements or disclosures. While the Corporation does not know what impact any of those differences may have, its business, results of operations, financial condition and its credit stability may be materially adversely affected. Factors that could cause actual results, performance, achievements or outcomes to differ materially from the results expressed or implied by forward-looking statements include, among other things:

  • the failure to realize the anticipated benefits of the Dissolution and the Distribution, including as a result of any delay in implementing the Distribution, or adverse tax consequences for the Corporation which could reduce the amount of the expected Distribution.

Readers are also specifically referred to "Dissolution of the Corporation - Risk Factors" in the Corporation's Management Information Circular dated July 26, 2016 available on Antrim's SEDAR profile at www.sedar.com for additional assumptions and risk factors relating to the proposed Dissolution.

The Corporation cautions shareholders that the above list of risk factors is not exhaustive. Other factors which could cause actual results, performance, achievements or outcomes to differ materially from those contemplated (whether expressly or by implication) in the statements or disclosure containing forward looking statements are disclosed in the Corporation's publicly filed disclosure documents.

The forward-looking statements contained in this analysis are expressly qualified by this cautionary statement. The Corporation is not obligated to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws. Because of the risks, uncertainties and assumptions contained herein, readers should not place undue reliance on forward-looking statements or disclosures. The foregoing statements expressly qualify any forward looking statements contained herein.

Contact Information

  • Anthony Potter
    President, Chief Executive Officer & Chief Financial Officer
    Antrim Energy Inc
    + 1 403 264 5111
    potter@antrimenergy.com