CALGARY, ALBERTA — (Marketwired) — 06/22/17 — Antler Hill Oil & Gas Ltd. (NEX: AHO.H) (the “Corporation” or “Antler Hill”), a capital pool company listed on the NEX, announces that Victor Luhowy and Kenneth MacRitchie have resigned as directors and officers of the Corporation effective June 20, 2017 and the following individuals have been appointed, subject to TSX Venture Exchange acceptance, to fill the resulting vacancies: Matthew Wood, Peter Bures, Aneel Waraich, and Ali Haji. The Corporation wishes to thank Mr. Luhowy and Mr. MacRitchie for their dedication and wish them well in retirement.
Summary of Directors and Officers
After giving effect to the above-noted appointments, the Board of Directors of the Corporation will consist of four directors, provided the TSX Venture Exchange (the “Exchange”) does not object to such nominations and such persons are eligible to act as directors pursuant to the requirements of applicable corporate law. The officers of the Corporation will be appointed by the Board of Directors, subject to Exchange acceptance, and will include Matthew Wood as Chairman, Peter Bures as Chief Executive Officer, Jing Peng as Chief Financial Officer, and David D. Heighington as Corporate Secretary. The following is a description of the backgrounds of the new directors and officers:
Private Placement
The Corporation will proceed with a non-brokered private placement of up to 39,000,000 common shares (the “Shares”) at $0.015 per Share for gross proceeds of up to $585,000 (the “Offering”).
The pricing of the Offering is in reliance on the temporary relief measures established by the Exchange, and therefore the Offering and pricing of the Offering require approval of the Exchange having regard to the temporary relief criteria set out in the Exchange–s bulletin of April 7, 2014, in relation to the extension and modification of temporary relief from certain pricing requirements (the “Temporary Relief Measures”). In order to comply with the Temporary Relief Measures, the board of directors is proposing to consolidate the Corporation–s issued and outstanding common shares on a 1 for 3.3333333 basis, resulting in 1 new common share for every 3.3333333 old common shares. The consolidation will increase the Corporation–s flexibility and competitiveness in the marketplace, and make the Corporation–s securities more attractive to a wider audience of potential investors, thereby resulting in a more efficient market for the common shares. In order to complete the Offering, which is being made in reliance on the Temporary Relief Measures, the Corporation has provided a written undertaking to the Exchange to hold a special shareholders meeting to approve the consolidation within 180 days of completion of the Offering. A follow-up news release with further details will be issued when the special shareholders meeting has been convened.
Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the TSXV. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The proceeds from the Offering will be used for general working capital.
The Company will provide a further announcement shortly regarding the resumption of trading.
Neither the TSX Venture Exchange, Inc. nor its Regulation Service Provider (as that term is defined under the policies of the TSX Venture Exchange) has neither approved nor disapproved of the contents of this press release.
Contacts:
Antler Hill Oil & Gas Ltd.
Peter Bures
CEO and Director
Phone: (647) 951-6511
E-Mail: