Antrim Energy Inc.

Antrim Energy Inc.

February 07, 2014 19:00 ET

Antrim Energy Inc. Announces Sale of UK Subsidiary

CALGARY, ALBERTA--(Marketwired - Feb. 7, 2014) -


Antrim Energy Inc. ("Antrim" or "the Company") (TSX:AEN)(AIM:AEY), an international oil and gas exploration and production company, today announced that it has entered into an agreement (the "Agreement") with First Oil Expro Limited ("FOE") pursuant to which, subject to the terms and conditions of the Agreement, FOE has agreed to purchase from the Company (the "Transaction") all of the issued and outstanding shares in the capital of Antrim's UK subsidiary, Antrim Resources (N.I.) Limited ("ARNIL") for $53 million in cash, plus the assumption of certain liabilities and adjusted working capital, from which Antrim will settle on closing all outstanding obligations under its Payment and Oil Swap agreements with Credit Suisse AG and Credit Suisse International, (collectively, "CS"). Under terms of the Transaction the economic date is January 1, 2014 and a $5 million deposit is to be received to be applied towards the purchase price. Antrim will retain its interest in P077 Block 21/28a (the "Fyne Licence") and P1875 Block 21/29d (the "Erne Licence"), as well as FEL 1-13 in the Porcupine Basin offshore Ireland. The Transaction is subject to customary "fiduciary out" provisions, and is conditional upon, among other things, the approval of Antrim shareholders and the receipt of applicable regulatory approvals. The Agreement includes provision for payment of a Liquidated Damages fee of $5.3 million under certain circumstances if the Transaction is not completed.

The Board of Directors of Antrim, after consultation with its financial and legal advisors, has unanimously approved entering into the Agreement and will recommend that Antrim shareholders approve the Transaction at a special meeting of shareholders to be convened and held for the purpose of approving the Transaction. Full details of the Transaction will be included in a management information circular and related proxy materials (collectively, the "Circular") to be mailed to Antrim shareholders in accordance with applicable securities laws. Antrim expects to mail the Circular to Antrim shareholders prior to the end of February 2014.

The Board of Directors' recommendation follows an extensive process by the Company to secure additional viable financing needed to meet higher than expected capital costs to complete the Causeway development as well as meet its ongoing Payment and Oil Swap obligations with CS. This process was hindered by production interruptions caused by platform shutdowns and ongoing delays in completion of the Causeway electric submersible pump ("ESP") and water injection facilities. These delays further negatively impacted available cash balances as hedged production volumes under the Oil Swap no longer matched actual production volumes. While ESP and water injection facilities are now expected to be operational by early Q2 2014, the operator has incurred further costs at Causeway and the Company has ongoing debt financing and oil swap obligations, which if not funded, could have resulted in the loss of the asset.

Carlingford, a division of GFI Brokers Limited, advised and assisted Antrim in connection with the evaluation of the Transaction as well as the Company's assessment of alternative financing arrangements including but not limited to a possible divestment of all or a part of Antrim's Causeway asset, the sale of all or a portion of ARNIL, additional equity and debt refinancing. Antrim's legal advisors are Burstall Winger LLP.

Following the closing of the Transaction, Antrim expects to have approximately $17 - $18 million in working capital and no debt.

About Antrim

Antrim Energy Inc. is a Canadian, Calgary based junior oil and gas exploration and production company with assets in the UK North Sea and Ireland. Antrim is listed on the Toronto Stock Exchange (AEN) and on the London Stock Exchange's Alternative Investment Market (AEY). Visit for more information.

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 and any documents incorporated by reference herein should not be unduly relied upon. Such forward-looking statements and information speak only as of the date of this press release or the particular document incorporated by reference herein and Antrim does not undertake any obligation to publicly update or revise any forward-looking statements or information, except as required by applicable laws.

In particular, this press release contains specific forward-looking statements and information pertaining to the anticipated benefits of the Transaction to Antrim and its shareholders, the financial position and business plans of the Company following closing of the Transaction, the timing and anticipated receipt of required regulatory and securityholder approvals for the transaction; the ability of Antrim to satisfy the other conditions to, and to complete, the Transaction; the anticipated timing of the mailing of the information circular regarding the Transaction, the holding of the meeting of Antrim's shareholders and the closing of the Transaction.

In respect of the forward-looking information and statements concerning the anticipated benefits and completion of the proposed Transaction, Antrim has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the time required to prepare and mail securityholder meeting materials, the ability of Antrim to receive, in a timely manner, the necessary government, regulatory, securityholder, and other third party approvals; the ability of Antrim to satisfy, in a timely manner, the other conditions to the closing of the Transaction; and expectations and assumptions concerning, among other things: commodity prices and interest; capital efficiencies and cost-savings; anticipated cash position of the Company following the Transaction; applicable tax laws; the sufficiency of budgeted capital expenditures in carrying out planned activities; the continued availability of capital at attractive prices to fund future capital requirements relating to existing or future assets and projects; the success of growth projects; future operating costs and the availability and cost of drilling services. In respect to these assumptions, the reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. Accordingly, readers should not place undue reliance on the forward-looking information and statements contained in this press release.

Since forward-looking information and statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the risks associated with the exploration for and development of oil and natural gas resources such as: operational risks; delays or changes in plans with respect to growth projects or capital expenditures; costs and expenses; health, safety and environmental risks; commodity price, interest rate and exchange rate fluctuations; Antrim's success at acquisition, exploitation and development of reserves, changes in general economic, market and business conditions in Canada, North America, the United Kingdom, Europe and worldwide; competition; failure to realize the anticipated benefits of the Transaction, ability to access sufficient capital from internal and external sources; and changes in legislation, including but not limited to tax laws and environmental regulations. Risks and uncertainties inherent in the nature of the Transaction include the failure of Antrim to obtain necessary securityholder, government, regulatory, and other third party approvals, or to otherwise satisfy the conditions to the Transaction, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of Antrim to otherwise satisfy the conditions to the Transaction, may result in the Transaction not being completed on the proposed terms, or at all.

Many of these risk factors, other specific risks, uncertainties and material assumptions are discussed in further detail throughout this press release and in Antrim's Annual Information Form for the year ended December 31, 2012. Readers are specifically referred to the risk factors described in Antrim's MD&A under "Risk Factors" and in other documents Antrim files from time to time with securities regulatory authorities. Copies of these documents are available without charge from Antrim or electronically on the internet on Antrim's SEDAR profile at Readers are cautioned that this list of risk factors should not be construed as exhaustive.

In accordance with AIM guidelines, Mr. Kerry Fulton, P. Eng and Vice President, Operations for Antrim, is the qualified person that has reviewed the technical information contained in this press release. Mr. Fulton has over 35 years operating experience in the upstream oil and gas industry.

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