Vancouver, December 15, 2017 -
Altima Resources Ltd. (TSXV: ARH) (BERLIN: A2DQBX) (OTC Pink: ARSLF) (the "Company" or "Altima") announces that it has received acceptance from the TSX Venture Exchange and has now closed the following transactions:
Debt Settlement:
The Company settled total $130,545.25 outstanding debt to unsecured creditors (the "Creditors") by the issuance of a total of 522,181 shares common shares in the capital stock of the Company to the Creditors (the "Debt Shares"). James O'Byrne, a director of the Company, was indirectly issued a total of 374,587of the Debt Shares.
Property Debt Transaction and Resulting Change of Control:
The Company re-acquired certain property interests from Whistler Oil and Gas Pty Ltd. by the issuance of 10,655,000 common shares to Whistler (the "Whistler Shares"). The Company received "disinterested" shareholder approval by way of a Special Resolution to this transaction at its Annual General and Special Meeting held December 6, 2017 (the "AGM"), as it results in a change of control to Whistler. Stephen Watts, a director of the Company, owns a 12.5% interest in Whistler.
Property Debt Transaction:
The Company re-acquired certain property interests from the partners of Acumen Energy Partners Ltd. by the issuance of at total of 2,250,000 common shares to the Acumen partners (the "Acumen Debt Shares"). Whistler received 345,000 of the Acumen Debt Shares for their interest in Acumen Partners Energy Ltd. As noted above, Stephen Watts, a director of the Company, owns a 12.5% interest in Whistler.
Property Disposition:
The disposition of 74.16% of the Company's total assets to Peyto Exploration & Development Corp. The Company received shareholder approval at the AGM to this disposition.
Two (2) Insiders (Stephen Watts and James O'Byrne, both directors of the Company) (the "Related Parties") directly and/or indirectly acquired an aggregate of 11,374,586 Shares, which will increase those Related Parties' pro rata shareholdings in the Company. All of the independent directors of the Company, acting in good faith, have determined that the fair market value of the securities being issued and the consideration paid is reasonable and is exempt from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101.
The Debt Shares, Whistler Shares and Acumen Shares were issued on December 15, 2017, and are subject to a hold period under applicable Canadian securities laws expiring on April 16, 2018, and will be subject to such further restrictions on resale as may apply under applicable foreign securities laws.
On behalf of the Board of Directors
SIGNED: "Joe DeVries"
Joe DeVries, President, CEO and Director
Contact: (604) 336-8610
For further information on ARH, please visit our website at www.altimaresources.com
The Company's public documents may be accessed at www.sedar.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.
