CALGARY, ALBERTA--(Marketwired - Nov. 29, 2016) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE U.S.
Antrim Energy Inc. ("Antrim" or "the Corporation") (TSX VENTURE:AEN)(AIM:AEY), today reported its financial results for the three and nine month period ended September 30, 2016.
All financial figures are unaudited and in US dollars unless otherwise noted.
- Approval at annual and special meeting of shareholders to voluntarily dissolve the Corporation, cancel admission on AIM, delist from TSXV and distribute cash to Shareholders
- Sale of Ireland subsidiary, Antrim Exploration (Ireland) Limited (fourth quarter)
At the annual and special meeting of Shareholders held on August 30, 2016, shareholders authorized the voluntary dissolution of the Corporation pursuant to Section 212 of the Business Corporations Act (Alberta) (the "Dissolution"), and following provision for satisfaction of any and all liabilities and obligations owed to the creditors of the Corporation, the return of any residual capital to shareholders.
It is the intention of the Corporation to proceed with the Dissolution and related de-listing from the TSX Venture Exchange ("TSXV"). Admission of trading the Corporation's Common Shares on AIM was cancelled with effect from 7:00 am (UK time) on September 9, 2016. The Corporation anticipates delisting from the TSXV mid-January 2017.
A return of residual capital to shareholders in the form of a cash distribution (the "Distribution") is currently estimated to be Cdn. $0.05 per Common Share (being an aggregate of approximately US $7.3 million and assuming an exchange rate for the Canadian dollar of US $0.761: Cdn $1.00). The amount of any payment(s) shall be determined by the Board after paying or making provision for the Corporation's obligations and reviewing potential tax and other liabilities of the Corporation, including costs related to the Dissolution such as the winding-up of the Corporation's subsidiaries. The Canada Revenue Agency ("CRA") and Alberta Tax and Revenue Administration ("Alberta Revenue") have adopted a policy of not reviewing applications for Tax Clearance Certificates until the company making the application has formally dissolved and filed a terminal tax return. The Corporation does not intend to make any Distribution prior to receipt of the Tax Clearance Certificates and during this interval, the Distribution amount is expected to be placed in a non-interest bearing bank account.
The precise timetable for securing the winding up and Dissolution of the Corporation and its subsidiaries cannot be accurately predicted, however, it is anticipated that the formal Dissolution and winding up of the Corporation and its subsidiaries will occur in early 2017. It is not possible to predict when a final assessment of the Corporation's 2016 tax return and Tax Clearance Certificates could be obtained from CRA or Alberta Revenue as their receipt is outside of the control of the Corporation.
To the extent that the Corporation's expenses, liabilities and obligations are higher than current estimates, or if any unforeseen obligations arise, if the Dissolution is delayed, or if the exchange rate of the U.S. Dollar versus the Canadian Dollar changes unexpectedly, the actual amount distributed to Shareholders may be lower, and possibly substantially lower, than the anticipated net asset value per Common Share based on the above figures.
Should an opportunity arise prior to completion of the Dissolution that in the Board's judgement has the potential to provide a superior return to Shareholders, the Board may in their discretion delay or revoke implementation of the Dissolution. Similarly, should an opportunity arise for the Corporation to sell any of the Corporation's subsidiaries (or assets of such subsidiaries) prior to the Dissolution, the Board may, in their sole discretion, proceed to sell such subsidiary or subsidiaries (or assets thereof) on terms acceptable to the Board.
In November 2016 Antrim announced an agreement to sell all of the issued and outstanding shares in the capital of Antrim's Ireland subsidiary, Antrim Exploration (Ireland) Limited ("Antrim Ireland") for US $0.25 million in cash, (the "Transaction") plus up to US $0.13 million conditional on certain future events. Closing of the Transaction occurred on November 28, 2016 and included in other current assets at September 30, 2016 is US $0.25 million pertaining to the sale.
UK North Sea Licences
Antrim's interest in the Fyne Licence (P077 Block 21/28a) is to expire on November 25, 2016 and Antrim has filed an application with the UK Oil and Gas Authority to relinquish its interest in the Erne Licence (P1875 Block 21/29d). The carrying value of the Fyne and Erne Licence at September 30, 2016 is $nil (December 31, 2015 - $nil).
Application of Liquidation Basis of Accounting
The Corporation adopted the liquidation basis of accounting effective July 1, 2016. This basis of accounting is considered appropriate when, among other things, liquidation of the Corporation is imminent. Assets are measured at net realizable value and all existing liabilities continue to be carried at their historical values. All costs expected to be incurred through the end of liquidation are accrued. In converting from the going concern basis to the liquidation basis of accounting, the Corporation was required to make a net adjustment by recording an increase in net assets of $0.2 million and accrual of liquidation costs of $1.5 million, which is included in the Consolidated Statement of Changes in Net Assets.
Financial Resources and Liquidity
At September 30, 2016 the Corporation had net assets in liquidation of US $7.3 million or Cdn $0.05 per outstanding share (based on an exchange rate for the Canadian dollar of US $0.761: Cdn $1.00 and 184,731,076 Common Shares outstanding). This includes management estimates made as of September 30, 2016, and does not necessarily reflect the final amount that may be available to the Corporation for distribution to Shareholders (see Risks and Uncertainties included in management's discussion and analysis for the period ended September 30, 2016 ("MD&A")).
The Board of Directors of the Corporation has concluded that it is in the best interest of the Shareholders and the Corporation to proceed with the voluntary liquidation and dissolution of the Corporation (in the absence of any potential alternative transaction to date that the Board believes would be satisfactory to shareholders).
The precise timetable for securing the winding up and Dissolution of the Corporation and its subsidiaries cannot be accurately predicted, however, it is anticipated that the formal Dissolution and winding up of the Corporation and its Subsidiaries will occur in early 2017. In connection with the Dissolution, the Corporation proposes to delist from the TSXV in mid-January 2017 and will provide further information about the proposed delisting in a future press release. The Corporation will also provide instructions to Shareholders describing the procedures to be followed to effect the Distribution and the anticipated timing thereof.
The Board retains the discretion not to proceed with the Dissolution if the Board determines that it is no longer in the best interests of the Corporation and the Shareholders.
Antrim's third quarter 2016 interim report (including management's discussion and analysis and consolidated financial statements), is available on SEDAR and our website. Visit www.antrimenergy.com for more information.
"Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."
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 structure and effects of the Distribution and the Dissolution, the anticipated benefits and shareholder value resulting from the Dissolution, the timing and completion of the Distribution and the Dissolution, the liabilities and obligations of the Corporation, cash distributions, estimated costs of the Dissolution, anticipated income taxes, plans and objectives of management in connection with the Distribution and the Dissolution and operations until the Distribution and the Dissolution, final costs of the Dissolution, the nature and results of operations until completion of the Distribution and the Dissolution and the timing of any potential de-listing from the TSXV.
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:
- assumptions made in the "Risks and Uncertainties" section of the MD&A; and
- no significant event occurring outside the ordinary course of business such as a natural disaster or other calamity relating to the Corporation's properties.
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 complete the Dissolution and the Distribution;
- the failure to realize the anticipated benefits of the Dissolution and the Distribution, including as a result of any delay in implementing the Dissolution or Distribution, an increase in anticipated windup costs; and
- the risks associated with legislative and regulatory developments or changes that may affect costs, taxes, revenues and general economic conditions in geographic areas where the Corporation and its subsidiaries operate, timing and extent of changes in prevailing interest rates, currency exchange rates and changes in counterparty risk.
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.