CALGARY, ALBERTA--(Marketwired - Aug. 4, 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), an international oil and gas exploration company, announces that it will hold its Annual and Special Meeting (the "Meeting") of shareholders at the offices of Burstall Winger Zammit LLP, located at Suite 1600, 333 - 7th Avenue SW, Calgary, Alberta on Tuesday August 30, 2016 at 2:00 p.m. (Calgary time) at which meeting Shareholders will be asked to consider and, if thought fit, to adopt a special resolution authorizing the voluntary dissolution of the Corporation pursuant to Section 212 of the Business Corporations Act (Alberta), 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 (collectively, the "Dissolution Resolution").
All financial figures are unaudited.
Since the divestiture of the Corporation's producing UK oil and gas assets in 2014, the Corporation has been examining various strategic alternatives, including potential business combinations, to maximize Shareholder value. The Corporation has also been actively engaged in reviewing various options that could lead to generating value from the Corporation's remaining appraised, but undeveloped UK oil and gas assets and exploration licence offshore Ireland.
Between Antrim's own extensive technical, operational and financial due diligence over this period and the continued divergent views that exist between buyers and sellers, Antrim has been unable to conclude a transaction on terms that the Board of Directors believe would be satisfactory to Shareholders. With ongoing uncertainty as to the Corporation's ability to conclude a transaction that will maximize Shareholder value, the Board of Directors of the Corporation (the "Board") has concluded that it is in the best interest of the Shareholders and the Corporation to submit to the Shareholders a proposal for the voluntary liquidation and dissolution of the Corporation in accordance with the provisions of the Business Corporations Act (Alberta) (the "Dissolution"), and to distribute to Shareholders a return of capital in the form of a cash distribution (the "Distribution") currently estimated at Cdn $0.05 per Common Share (being an aggregate of approximately US $7,150,000, assuming the Distribution occurs in December 2016 and an exchange rate for the Canadian dollar of US $0.77: Cdn $1.00). If the return of capital of Cdn $0.05 per Common Share is achieved, this will represent a premium of approximately 80% over the three month average daily closing price of the Common Shares on the TSXV.
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.
The amount of the payment(s) shall be determined by the Board after repaying 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. Should an opportunity arise prior to completion of the Distribution 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.
At the Meeting, in addition to the annual general business, Shareholders will also be asked to consider and if deemed advisable, to pass a resolution, authorizing the Corporation to voluntarily delist its common shares from the TSX Venture Exchange (the "TSXV"); and if deemed advisable, to pass a resolution to cancel admission of the Corporation's common shares on the AIM Market operated by the London Stock Exchange plc. ("AIM"). The Dissolution is conditional on the AIM cancellation resolution being approved by the Shareholders. If the AIM cancellation resolution is approved, it is expected that admission of the common shares to trading on AIM will be cancelled with effect from 7:00am (UK time) on 9 September 2016.
The full text of the resolutions above is set out in the management information circular of the Corporation for the Meeting (the "Circular") to be mailed to Shareholders on or about August 9, 2016 and filed on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com and our website at www.antrimenergy.com. Shareholders are urged to read the Circular carefully and in its entirety. If you are in doubt as to how to deal with the matters described in the meeting materials, you should consult your legal, tax, financial or professional advisors.
The Corporation also announces that Mr. Jay Zammit will be standing down from the Board at the Meeting. The Board would like to thank Jay for his significant contribution to the Corporation.
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 statements or disclosures that may constitute forward-looking statements or information ("forward-looking statements") under applicable securities laws. All statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that management or the directors of the Corporation, anticipate or expect may or will occur in the future (in whole or in part) should be considered forward-looking statements. In some cases, forward-looking statements can be identified by terms such as "forecast", "future", "may", "will", "expect", "anticipate", "believe", "potential", "enable", "plan", "continue", "contemplate", "pro forma" or other comparable terminology.
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 or from AIM.
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 approval of the Dissolution Resolution (as defined herein), and the resolutions to de-list from the TSXV and from AIM;
- assumptions made in the "Background" section of the Press Release; 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 Distribution and the Dissolution;
- the failure to realize the anticipated benefits of the Distribution and the Dissolution;
- the risks that the Dissolution Resolution, or the resolutions to de-list from the TSXV and AIM will not receive all requisite Shareholder and regulatory approvals; 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 Circular 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 of 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.