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TORONTO, March 07, 2019 - Antler Hill Mining Ltd. (TSXV: AHM.H) (“Antler Hill” or the “Corporation”) is pleased to announce it has received conditional approval from the TSX Venture Exchange ("TSXV") for its qualifying transaction (the "Transaction") with Entropy SA ("Entropy") in accordance with TSXV Policy 2.4 - Capital Pool Companies. As previously disclosed in press releases dated September 4, 2018 and February 7, 2019, under the terms of the Transaction, Antler Hill will acquire from Entropy SA a 100% interest in two mineral projects located in San Juan Province, Argentina, the Cerro Blanco project and the Amiches project.
Closing of Qualifying Transaction
Closing of the Transaction is subject to certain conditions, including the filing by Antler Hill of its filing statement (the “Filing Statement”) and the technical report on the Cerro Blanco project, final acceptance of the TSXV and completion of the concurrent financing (the "Offering"), which consists of the issuance of a minimum of 7,500,000 units (the “Units”) and a maximum of 15,000,000 Units of Antler Hill for $0.10 per Unit for aggregate gross proceeds of $750,000 in the case of a minimum Offering and $1,500,000 in the case of a maximum Offering. Each Unit will consist of one common share in the capital of the Corporation (a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one Common Share at a price of $0.20 per Common Share for a period of 24 months after completion of the Offering, whereupon the Warrants will expire.
Closing of the Transaction is expected to take place in late March on a date to be determined by Antler Hill and Entropy. Further details of the Transaction will be provided in the Filing Statement of Antler Hill which will be posted on Antler Hill’s SEDAR profile page at www.sedar.com. Trading in the Common Shares of Antler Hill is expected to recommence two business days after closing of the Transaction under the name "Antler Hill Mining Ltd.” and the trading symbol "AHM".
Upon completion of the Transaction all common shares subject to TSXV escrow conditions held by the principals (as such term is defined in the TSXV's policies) of the Corporation will be held in escrow in accordance with the policies of the TSXV.
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 Exchange 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 the proposed 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.
About Entropy Resources S.A.
Entropy SA is a privately‐held company governed by the laws of the Republic of Argentina and based in the town of San Juan, San Juan Province, Argentina. Entropy SA currently owns the mineral rights comprising the Cerro Blanco project and the Amiches project, what are both located in San Juan Province, Argentina.
For further information, please contact:
Antler Hill Mining Ltd.
Peter Bures, CEO and Director
Information set forth in this news release contains forward‐looking statements. These statements reflect management’s current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Antler Hill cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Antler Hill’s control. Such factors include, among other things: risks and uncertainties relating to Antler Hill’s ability to complete the proposed Qualifying Transaction; and other risks and uncertainties, including those described in Antler Hill’s prospectus dated April 5, 2010 filed with the Canadian Securities Administrators and available on www.sedar.com. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward‐looking information. Except as required under applicable securities legislation, Antler Hill undertakes no obligation to publicly update or revise forward‐looking information.
Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the transaction will be completed as proposed or at all.
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.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. A halt in trading shall remain in place until after the Qualifying Transaction is completed or such time that acceptable documentation is filed with the TSXV.
The information contained in this press release relating to Entropy SA and the projects has been furnished by Entropy SA. Although Antler Hill has no knowledge that would indicate that any statements contained herein concerning Entropy SA and the projects are untrue or incomplete, neither Antler Hill nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information or for any failure by Entropy SA to ensure disclosure of events or facts that may have occurred which may affect the significance or accuracy of any such information.
NEITHER 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.