Antler Hill Announces Update to Qualifying Transaction


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TSX.V:AHO.H
06/18/2014 [ACCESSWIRE]

Calgary, AB / ACCESSWIRE / June 18, 2014 / Antler Hill Oil & Gas Ltd. (the "Corporation" or "Antler Hill"), a capital pool company listed on the NEX, provides the following update in connection with its proposed Qualifying Transaction, as previously announced on February 18, 2014. The Corporation announces it has executed an Amending Agreement (the "Agreement") to the original Asset Purchase Agreement dated February 12, 2014. Pursuant to the terms of the Agreement, the outside closing date for the transaction has been amended to August 31, 2014.

In accordance with the policies of the TSXV, the Corporation will issue a subsequent press release containing summary financial information in respect of the assets, details of the concurrent financing, and additional information relating to the pro forma share capital of the resulting issuer.

Sponsorship of Qualifying Transaction

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

Reinstatement to Trading

The common shares of the Corporation will remain halted pending receipt by the TSXV of certain required materials from the Corporation and until the Corporation engages a sponsor or a sponsorship exemption is granted. The Corporation will issue a further press release when further updates on these items are available.

Additional Information and Description of Significant Conditions to Closing

A Filing Statement in respect of the transaction will be prepared and filed in accordance with Policy 2.4 of the Exchange on SEDAR at www.sedar.com no less than 7 business days prior to the closing of the proposed transaction. A press release will be issued once the Filing Statement has been filed as required pursuant to Exchange policies.

Where applicable, the transaction cannot close until the required shareholder approval is obtained and there can be no assurance that the transaction will be completed as proposed or at all. The Corporation intends to obtain any requisite shareholder approval by written consent, and shall provide a copy of any applicable documentation with the written consent.

Investors are cautioned that, except as disclosed in the management information circular or filing statement 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 a capital pool company should be considered highly speculative.

For further information, please contact:

 ---------------------------
 |Vic Luhowy               |
 |Interim President&CEO    |
 |Antler Hill Oil&Gas Ltd. |
 |                         |
 |Phone: (403) 860-4225    |
 |E-Mail: vic@davincibb.net|
 ---------------------------

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

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. Forward-looking statements and information are often, but not always, identified by the use of words such as "appear", "seek", "anticipate", "plan", "continue", "estimate", "approximate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions.

More particularly and without limitation, this news release contains forward-looking statements and information concerning the expected results of the transaction; the Corporation's petroleum and natural gas production and reserves with respect to the assets owned by the vendor; anticipated closing dates of the transaction; The forward-looking statements and information are based on certain key expectations and assumptions made by management of the Corporation, including expectations and assumptions concerning well production rates and reserve volumes in respect of the assets owned by the Vendor; project development and overall business strategy. Although management of the Corporation believes that the expectations and assumptions on which such forward looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information since no assurance can be given that they will prove to be correct.

The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the TSX Venture Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

Not for distribution to U.S. Newswire Services or for dissemination in the United States.

 

SOURCE: Antler Hill Oil & Gas Ltd. 

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