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Antler Hill arranges $1-million short-form offering

2017-03-24 19:22 ET - News Release

Mr. Vic Luhowy reports

ANTLER HILL OIL & GAS LTD.: QUALIFYING TRANSACTION UPDATE

Antler Hill Oil & Gas Ltd. has entered into an agency agreement with Richardson GMP Ltd. (RGMP) in connection with a previously announced financing to be completed by way of a short-form-offering document in accordance with TSX Venture Exchange policies.

Under the terms of the agreement, RGMP has been appointed to act as the corporation's agent to raise, on a commercially reasonable efforts basis, gross proceeds of $1-million through the issuance of 15,625,000 common shares in the capital of the corporation at a price of 6.4 cents per common share.

In consideration for its services under the short-form offering, RGMP will receive a cash commission equal to 8 per cent (except that a 3-per-cent commission will apply to president's-list subscriptions, being subscriptions from certain parties introduced to RGMP by the corporation) of the gross proceeds received from the sale of the common shares. The corporation will also grant, to RGMP, an agent's option entitling RGMP to purchase such number of common shares equal to 8 per cent of the aggregate number of common shares sold to non-president's-list subscribers and 3 per cent of the aggregate number of common shares sold to president's-list subscribers, at an exercise price of 6.4 cents per common share, for a period of 24 months from the date of closing of the short-form offering.

The closing of the short-form offering is conditional on the immediate completion thereafter of the corporation's previously announced qualifying transaction, which was conditionally approved by the TSX Venture Exchange on Dec. 12, 2016, and extended on March 15, 2017.

The filing of the short-form-offering document with the TSX-V will occur immediately after the issuance of this press release. Once the TSX-V has issued a bulletin indicating acceptance of the short-form-offering document, RGMP will have 60 days to market and sell the short-form offering.

A filing statement prepared in accordance with the requirements of the TSX-V in connection with the qualifying transaction and dated Nov. 29, 2016, has been filed with the TSX-V and the applicable Canadian securities regulators on SEDAR and is available at SEDAR. The filing statement contains disclosure with respect to the business and operations of the corporation and PetroPhoenix Capital Corp.

We seek Safe Harbor.

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