F or Immediate Release Ant ler Hill Proceeding with Private Placement, Consolidation and Continuation into British Columbia Ap ril 12, 2021
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For Immediate Release
Antler Hill Proceeding with Private Placement, Consolidation and Continuation into British Columbia
April 12, 2021 - Toronto, Canada - Antler Hill Mining Ltd. (TSXV: AHM.H) (the “Corporation” or “Antler Hill”) announces that further to its news release dated February 3, 2021, it is proceeding with the previously announced up to $500,000 non-brokered private placement offering, three (3) for one (1) consolidation (the “Consolidation”) and a continuation of the Corporation’s corporate jurisdiction from the Province of Alberta to the Province of British Columbia.
Financing
The Corporation has arranged a non-brokered private placement of up to 3,333,333 post-Consolidation common shares at a price of $0.15 per post-Consolidation share for total gross proceeds of up to $500,000 (the “Offering”). All securities issued in connection with the Offering will be subject to a statutory hold period of four months and a day from the date of issuance in accordance with applicable securities laws. The closing of the Offering is subject to regulatory approval including that of the TSX Venture Exchange (“TSXV”).
It is anticipated that net proceeds of the Offering will be used to identify and evaluate assets or businesses for the Corporation’s Qualifying Transaction (as such term is defined in the policies of the TSXV) to fund the costs of the Corporation’s continuous disclosure obligations and for general working capital purposes.
Consolidation
Subsequent to receiving shareholder approval for the Consolidation at the Corporation’s annual general and special meeting of shareholders held on March 31, 2021 (the “Meeting”), the Corporation has determined to consolidate its common shares on the basis of one (1) post-Consolidation share for every three (3) pre-Consolidation shares issued and outstanding. As at the date of this news release, there are 18,765,000 common shares issued and outstanding. On a post-Consolidation basis, the number of common shares issued and outstanding would be reduced to approximately 6,255,000. This would not include shares issued pursuant to the Offering. The Corporation will make similar adjustments to its outstanding incentive stock options and warrants. The Consolidation is subject to regulatory approval including the approval of the TSXV.
Continuation
Subsequent to receiving shareholder approval at the Meeting, the Corporation is proceeding with a continuation of the Corporation’s corporate jurisdiction from the Province of Alberta to the Province of British Columbia (the “Continuation”), which remains subject to TSXV approval.
Summary of Meeting Results
The Corporation is also pleased to announce that all resolutions put to shareholders at the Meeting were approved. The Corporation’s shareholders approved setting the number of directors at four, the reelection of Matthew Wood, Aneel Waraich and Ali Haji and the election of Jamie Spratt as directors of the Corporation, and the re-appointment of MNP LLP, Chartered Professional Accountants as the Corporation’s auditor. The shareholders also approved the Corporation’s stock option plan, the Consolidation, and the Continuation.
About Antler Hill Mining Ltd.
Antler Hill was incorporated under the Business Corporations Act (Alberta) on September 11, 2009 under the name “PrimeWest Exploration Inc.”. On March 4, 2013, Antler Hill amended its articles to change its name to “Antler Hill Oil & Gas Ltd.” Antler Hill is a CPC as defined by TSXV Policy 2.4 – Capital Pool Companies. Antler Hill completed its Initial Public Offering on April 20, 2010 and its common shares became listed and posted for trading on the TSXV on April 20, 2010. On August 31, 2012, Antler Hill was transferred to the NEX board of the TSXV.
The principal business of Antler Hill is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction, and, once identified and evaluated, to negotiate an acquisition or participation in such assets or businesses. Until the completion of its Qualifying Transaction, Antler Hill will not carry on business other than the identification and evaluation of assets or businesses in connection with a potential Qualifying Transaction.
For further information, please contact:
ANTLER HILL MINING LTD.
Matthew Wood, Interim CEO and Chairman T: (976) 9999-0754 E: [email protected] Web: www.antlerhillmining.com
Neither 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.
Certain information contained herein constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to the Continuation, the Offering, the use of proceeds of the Offering, and the Consolidation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “will be”, “anticipated” or variations of such words and phrases or statements that certain actions, events or results “will” occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are from those expressed or implied by such forward-looking statements or forward-looking information subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different, including receipt of all necessary regulatory approvals. Although management of Antler Hill have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Corporation will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.