News

Mar 26, 2012 - 08:55 ET Antrim Energy Inc. and Crown Point Ventures Ltd. Announce Strategic Argentinean Business Combination

CALGARY, ALBERTA--(Marketwire - March 26, 2012) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Antrim Energy Inc. (TSX:AEN)(AIM:AEY) ("Antrim") is pleased to announce that it has entered into an agreement with Crown Point Ventures Ltd. ("Crown Point") whereby Crown Point will acquire all of the issued and outstanding common shares ("Antrim Argentina Shares") of Antrim's Argentina subsidiary, Antrim Argentina S.A. ("Antrim Argentina"), by way of plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement").

Under the terms of the Arrangement, it is expected that Crown Point will directly or indirectly acquire all of the issued and outstanding Antrim Argentina Shares for total consideration of approximately $53.75 million comprised of $10.26 million in cash (subject to certain adjustments) (the "Cash Consideration") and the issuance of 35,761,307 common shares of Crown Point ("Crown Point Shares") at a deemed price of $1.216 per Crown Point Share. The assets of Antrim Argentina consist of a 25.78% non-operated interest in the Tierra Del Fuego Concessions, a 50.1% operated interest in the Cerro de Los Leones exploration license and approximately $7.35 million estimated working capital.

Pursuant to the terms of the Arrangement, the Crown Point Shares will be distributed by Antrim to the holders ("Antrim Shareholders") of common shares of Antrim ("Antrim Shares") on a pro rata basis as a return of capital upon completion of the Arrangement. Upon completion of the Arrangement, Crown Point will have approximately 104.5 million shares outstanding and will be owned approximately 66% by existing shareholders of Crown Point and 34% by existing shareholders of Antrim.

The Board of Directors of both Antrim and Crown Point have unanimously approved the Arrangement. All of the directors and officers of Antrim, and certain significant Antrim Shareholders beneficially owning or controlling an aggregate of approximately 27% of the Antrim Shares on a non-diluted basis, have agreed to vote their securities in favour of the Arrangement.

Stephen Greer, President and CEO of Antrim commented, "This transaction allows the Antrim shareholder the opportunity to realize liquidity for the Argentine assets with the ability to participate in the ongoing growth of a strengthened pure play Argentine oil and gas company. In addition, the transaction allows Antrim's management to concentrate on the Company's core UK business which is expected to deliver its first North Sea oil production later this year. It is a clear demonstration of management's commitment to increasing shareholder value."

STRATEGIC RATIONALE FOR ANTRIM

The Arrangement unlocks the value of Antrim's Argentina portfolio and strengthens its balance sheet, allowing Antrim to refocus on developing its North Sea asset base. Going forward, Antrim is fully funded to first oil from its Causeway development.

Antrim expects the Arrangement to have the following benefits:

  • Antrim shareholders will realize substantial value and liquidity in the form of the Crown Point Shares, which will be distributed to shareholders as a return of capital. 
     
  • Antrim shareholders have ongoing participation and upside through their investment in Crown Point, a high growth, well capitalized pure play company focused exclusively on oil & gas development in Argentina. 
     
  • Consolidates the Cerro de Los Leones license and establishes 100% operated interest. 
     
  • Based on existing cash on hand as well as the Cash Consideration, Antrim is fully funded to first oil at Causeway in the UK North Sea which currently is scheduled for the third quarter of 2012. 
     

HIGHLIGHTS OF CROWN POINT UPON COMPLETION OF THE ARRANGEMENT

The combined company will be led by the existing Crown Point management team and Board of Directors. As part of the Arrangement, Crown Point will appoint Dr. Brian Moss, Antrim's Executive Vice President, Latin America and a member of Antrim's Board of Directors, to Crown Point's Board of Directors following closing of the Arrangement. The Arrangement strengthens Crown Point's position as a pure play exposure to Argentina. Specifically, the successful completion of the Arrangement will result in Crown Point having the following key attributes:

  • Production of over 2,000 boe/d; approximately 40% oil and liquids. 
     
  • Total proved reserves of 4,454 MMboe (33% oil and liquids) (1) 
     
  • Total proved plus probable reserves of 7.777 MMboe (39% oil and liquids) (1)
     
  • Combined field net operating income for calendar 2012 of USD$14.2 million and USD$24.5 million, based upon Proved Developed Producing and Proved plus Probable Reserves, respectively (prior to capital expenditures) (1)
     
  • Strong balance sheet with approximately $30 million of cash and other working capital. 
     
  • Interests in five concessions with a balanced mix of gas and oil opportunities covering in excess of 560,000 net acres in the Neuquén, San Jorge and Austral basins. Included in these concessions are both conventional and unconventional targets across Crown Point's multiple concessions in the San Jorge Basin, significantly increased long-term potential from Vaca Muerta shale oil on the combined 100% interest in Cerro de Los Leones in the Neuquén Basin, and a stable production base from Antrim Argentina's Tierra del Fuego Concessions. 
     
  • Cash on hand and expected cash flow allows Crown Point to self fund the combined 2012 capital program. 
     
  • Well positioned to continue to grow through organic growth and through further consolidation transactions. 
     
Notes:    
       (1)   Reserves evaluated by Gaffney, Cline & Associates Inc. for Crown Point effective as of August 31, 2011 and McDaniel & Associates Consultants Ltd. as of December 31, 2011 for Antrim Argentina, both in accordance with National Instrument 51-101 ("NI 51-101").

DETAILS OF THE ARRANGEMENT

The Arrangement will be completed pursuant to a plan of arrangement which contains certain conditions precedent including the approval of at least two-thirds of the votes cast by Antrim Shareholders at a special meeting to be called to consider the Arrangement along with customary regulatory, court and other approvals. Antrim's interest in its Tierra del Fuego Concessions is subject to certain rights of first refusal by third parties ("ROFR"). In the event that the ROFR is exercised, the consideration under the ROFR will be paid to Antrim, no distribution will be made to Antrim Shareholders and the Cerro de Los Leones property will be transferred to Crown Point for a fixed cash consideration which will be paid to Antrim on closing.

An Information Circular outlining the Arrangement is expected to be mailed to Antrim Shareholders in April 2012, with the meeting anticipated to take place in May 2012, with closing to follow shortly thereafter. Further particulars, including the record and meeting dates, will be announced in due course.

The Arrangement provides that Antrim will pay Crown Point a non-completion fee of up to $3.5 million in certain circumstances, and also provides that Antrim will pay Crown Point a non-completion fee of $1.0 million if the Arrangement is not approved by the Antrim Shareholders. The arrangement agreement also provides Crown Point will pay Antrim a non-completion fee of $2.5 million in certain circumstances. The Arrangement provides for, among other things, customary non-solicitation covenants.

BOARD APPROVALS

The Board of Directors of both Antrim and Crown Point have unanimously approved the Arrangement. The Board of Directors of Antrim has concluded that the Arrangement is in the best interests of Antrim and its Shareholders and has resolved to recommend that Antrim Shareholders vote their Antrim Shares in favour of the Arrangement.

FINANCIAL ADVISOR

Cormark Securities Inc. ("Cormark") acted as exclusive financial advisors to Antrim in respect of the Arrangement. Cormark has provided an opinion to the Board of Directors of Antrim to the effect that, as of the date thereof and subject to the assumptions, limitations and qualifications contained therein, the consideration to be received by Antrim Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Antrim Shareholders.

ABOUT ANTRIM ENERGY

Antrim Energy Inc. is an international oil and gas exploration and production company, headquartered in Calgary, Canada. Antrim pursues a strategy of balancing longer term and capital-intensive investments in the UK North Sea with shorter investment cycle exploration and production opportunities. Antrim also considers other global exploration opportunities as they arise.

READER ADVISORY

This press release contains forward-looking information that involves various risks, uncertainties and other factors. All information other than statements of historical fact is forward-looking information. The use of any of the words "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "should", "believe", "predict", "pursue" and "potential" and similar expressions are intended to identify forward-looking information. Information in this press release relating to "reserves" are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated, and that the reserves described can be profitably produced in the future. The forward-looking information is not historical fact, but rather is based on Antrim's and Crown Point's current plans, objectives, goals, strategies, estimates, assumptions and projections about industry, business and future financial results. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. No assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon. This information speaks only as of the date of this press release. In particular, this press release contains forward-looking information pertaining to expectations of management regarding the proposed Arrangement, including the timing of completion of the Arrangement and the terms thereof, operating and financial metrics of the Arrangement, potential benefits resulting from the Arrangement; the effects of the Tierra del Fuego rights of first refusal upon the Arrangement, operational and business plans subsequent to the Arrangement; and the pro-forma effect of the Arrangement on Crown Point's reserves and undeveloped land position.

With respect to such forward-looking information, assumptions have been made regarding, among other things: the completion of the Arrangement on the terms and on the schedule outlined above; ability to obtain qualified staff and equipment in a timely and cost-efficient manner; the regulatory framework governing royalties, taxes and environmental matters; the applicability of technologies for the recovery and production of reserves; capital expenditures; sources of funding; future debt levels; geological and engineering estimates in respect of reserves; and the geography of the companies' operating areas. Actual results could differ materially from those anticipated in this forward-looking information as a result of, among other things, the following: the Arrangement may not close when planned or at all or on the terms and conditions set forth herein; the failure of Antrim and Crown Point to obtain the necessary shareholder, Court, regulatory and other third party approvals or satisfy the other conditions to proceed with the Arrangement; incorrect assessment of the value of the Arrangement; failure to realize the anticipated benefits of the Arrangement; fluctuations in commodity prices and foreign exchange and interest rates; general economic, market and business conditions; dependence on joint venture partners and the terms of joint venture arrangements; variations in; factors affecting potential profitability; uncertainties inherent in estimating quantities of reserves; uncertainties inherent in bitumen recovery processes; delays in development schedules and potential cost overruns; increases in operating costs making projects uneconomic; environmental risks and hazards and the cost of compliance with environmental regulations; failure to obtain or retain key personnel; substantial capital requirements; failure to obtain regulatory approvals or maintain compliance with regulatory requirements; compliance with, government laws and regulations and the effect of changes in such laws and regulations; changes to royalty regimes; political risks; failure to accurately estimate abandonment and reclamation costs; the potential for management or third party estimates and assumptions to be inaccurate; reliance on third parties and third party infrastructure; failure by counterparties; availability of drilling equipment and access to company assets; insurance risks; potential litigation; competition; failure to meet specific requirements to maintain licenses or leases; risks arising from future acquisition activities including failure to realize the anticipated benefits of acquisitions.

Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of Antrim or Crown Point, as well as information respecting the significant assumptions relating to Antrim's and Crown Point's reserves, are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).

The forward-looking information in this press release is expressly qualified by this cautionary statement. Neither Antrim nor Crown Point undertakes any obligation to publicly update or revise any forward-looking information except as required by applicable securities laws.

Notes Regarding Oil and Gas Disclosure

As used in this press release, "boe" means barrel of oil equivalent on the basis of 6 mcf of natural gas to 1 bbl of oil. Boes may be misleading, particularly if used in isolation. A boe conversion ratio of 6 mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. 

It should not be assumed that the present worth of estimated future net revenue represents the fair market value of the reserves disclosed in this press release. The reserve and related revenue estimates set forth in this press release are estimates only and the actual reserves and realized revenue may be greater or less than those calculated. The estimates of reserves and future net revenue for individual properties may not reflect the same confidence level as estimates of reserves and future net revenue for all properties, due to the effects of aggregation.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities within the United States. The securities to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act or other laws.


FOR FURTHER INFORMATION PLEASE CONTACT:

Antrim Energy Inc. 
Stephen E. Greer 
President and Chief Executive Officer 
(403) 264-5111 
(403) 264-5113 (FAX) 
greer@antrimenergy.com 
or 
Antrim Energy Inc. 
Brian Moss 
Executive Vice President, Latin America 
(403) 264-5111 
(403) 264-5113 (FAX) 
moss@antrimenergy.com 
www.antrimenergy.com 
or 
RBC Capital Markets 
Martin Eales 
Managing Director, European ECM & Corporate Banking 
+44 (0) 20 7029 7881 
+44 (0) 20 7332 0316 (FAX)