AHO.H

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


Antler Hill Oil & Gas Ltd. (the "Corporation" or "Antler Hill") (TSX
VENTURE:AHO.H), a capital pool company listed on the NEX, announces it has
executed a purchase and sale agreement ("P&SA") dated February 12, 2014
regarding a proposed transaction (the "Transaction") with Silver Peak Industries
Ltd. ("Vendor"), a privately held company incorporated under the Business
Corporations Act (Alberta) and controlled by Mr. Dwayne Tyrkalo, President of
Silver Peak Industries Ltd., whereby the Corporation has agreed to acquire
certain gas reserves, lands, leases and miscellaneous interests held by the
Vendor (the "Assets"). It is intended that the Transaction will constitute the
Corporation's Qualifying Transaction for the purposes of Policy 2.4 of the TSX
Venture Exchange Inc. ("Exchange"). Subject to any regulatory, shareholder,
director or other approvals that may be required, the completion of satisfactory
due diligence by the Corporation and other conditions contained in the P&SA, it
is anticipated that the Corporation will be classified as a Tier 2 Industrial
issuer. The transaction is arm's length and is not expected to result in a
change of control. 


The Transaction

The Transaction includes the purchase of a 100% working interest in petroleum
and natural gas reserves owned by the Vendor underlying Section 10-13-069-20-W5,
located southeast of Valleyview, Alberta, and also includes a suspended well
("Well") on the subject section and a pipeline. Management estimates that the
Well has internally proved reserves of 1.2 Bcf and proved plus probable reserves
of 1.3 Bcf. After the closing of the Transaction, Mr. Dwayne Tyrkalo will be
appointed Vice President, Chief Operating Officer and a director of the
Corporation. 


The resulting issuer intends to use production of natural gas from the Well to
generate and sell electricity into the Alberta electricity power grid. 


Pursuant to the P&SA and subject to any adjustments therein, the Corporation
will acquire the Assets for an aggregate purchase price of $700,000, which shall
be payable as follows:




1.  $150,000 upon closing of the Transaction.

2.  $200,000 via the issuance to the Vendor upon closing of the Transaction
    of 2,000,000 common shares of the Corporation at a deemed issue price of
    $0.10 per common share.

3.  $350,000 in the form of a gross overriding royalty on the monthly sales
    revenue generated from the sale of electricity generated from the
    production of natural gas from the Well, to a maximum of $50,000 per
    year and a cumulative total of $350,000. 



The Corporation's broader objective, over the medium to long term, after
completion of the Transaction, is to complete multiple acquisitions of shut-in
natural gas reserves, installation of power generators, utilizing the production
from gas reserves as fuel to generate electricity, and selling the generated
electricity into the Alberta power grid. The Transaction is the first project by
which the Corporation will install a two megawatt (2MW) generator and use
natural gas production from the Well to drive the generator and sell the
produced electricity into the Alberta power grid at the prevailing Alberta pool
price. The Corporation is evaluating a number of similar opportunities to
generate and sell electricity.


Proposed Offering

Prior to the closing of the Transaction, the Corporation expects to complete a
non-brokered private placement financing for minimum gross proceeds of
$1,200,000 (the "Offering"). The Offering will consist of the issuance of a
minimum of 12,000,000 units of the Corporation ("Units"), at an issue price of
$0.10 per Unit. Each Unit will consist of one common share in the capital of the
Corporation and one-half common share purchase warrant, with each whole warrant
entitling the holder thereof to purchase, for a period of 24 months from the
date of issuance, one additional common share of the Corporation at a price of
$0.20 per share.


The proceeds from the Offering will be used for funding the cash portion of the
Transaction, funding the costs of acquiring and installing a generator to
produce electricity, funding the evaluation of future projects, and for general
working capital requirements. Additional amounts have been allocated for
expenses related to the completion of the Transaction and the Offering. Any
securities issued pursuant to the Offering shall be subject to applicable
statutory hold periods. After giving effect to the closing of the Transaction
and after giving effect to the Offering, the Corporation expects to have
approximately 25,000,000 Common Shares outstanding. The Corporation will pay
finder's fees in accordance with Exchange policies. 


Insiders and Board of Directors of the Resulting Issuer 

The current management and directors of the Corporation will remain following
the completion of the Transaction and one additional director and officer will
be appointed. The following is a description of the proposed directors and
officers of the Resulting Issuer. 


Victor Luhowy - Priddis, Alberta - President and Director of the Corporation

Mr. Luhowy has over 40 years of experience in the petroleum industry. He
graduated from the University of Alberta with a B.Sc. in Engineering in 1971 and
obtained an MBA from the University of Calgary in 1992. Most recently he has
been President and Chief Executive Officer of BelAir Petroleum Management Ltd.
(2011-Present) and President and Chief Executive Officer of Mystique Energy Inc.
(2004-2009).


Mr. Luhowy is also currently a Director of the Corporation as well as a Director
of Black Pearl Resources Inc. and a Director of the Canadian Petroleum Hall of
Fame Society. Mr. Luhowy is also the former President Chief Executive Officer of
Mystique Energy Inc.


Ken MacRitchie - Invermere, British Columbia - Chief Financial Officer and
Director of the Corporation


Mr. MacRitchie has over 30 years of wide ranging experience as a leader and
decision maker in oil & gas, real estate and the financial industries. Mr.
MacRitchie is a graduate of York University, Toronto, Ontario with a Bachelor of
Arts (Honors) (1973) and holds an MBA from Dalhousie University, Halifax, Nova
Scotia (1979). Most recently, 

 Mr. MacRitchie consulted as the Vice President, Finance and CFO for Glen Park
Management Corporation, a private real estate development company in Fernie,
British Columbia. Prior to that, Mr. MacRitchie was Vice President, Finance and
CFO for a private oil & gas company, Columbus Exploration Ltd. (2003-2004), Vice
President, Finance and CFO for a public oil & gas company, BelAir Energy
Corporation (1996-2003) and President and consultant of Wildwood Energy Inc.
(2004-Present).


Harris Dvorkin - Calgary, Alberta - Corporate Secretary and Director of the
Corporation


Mr. Dvorkin founded and currently manages a number of private companies such as
Ranchmans's Cookhouse and Dancehall Inc. He is also President and CEO of
Ranchman's Hospitality Group Inc. which serves as the operating entity for a
number of companies including Ranchman's Classic Catering Inc., Ranchman's
Overland Express Inc., Ranchmans's Rodeo Stock Company Inc., Am-Can
International Talent Inc. and Ranchman's Renegades Inc.


Dwayne Tyrkalo, Red Deer, Alberta - Proposed Vice President, COO and Director of
the Corporation


Dwayne Tyrkalo is the President and Operations Manager of Silver Peak Industries
Ltd. Prior to this, he was President and CEO of Sunridge Energy Corp. Mr.
Tyrkalo has 32 years of oil & gas industry experience, with 27 years in a
management capacity. He graduated from Southern Alberta Institute of Technology,
Calgary, Alberta. Mr. Tyrkalo has specialized in oil and gas operations and
management throughout North America with extensive experience in Alberta.


Sponsorship of Qualifying Transaction

Sponsorship of a qualifying transaction of a capital pool company is required by
the Exchange unless exempt in accordance with Exchange policies. The Corporation
intends to apply for an exemption from the sponsorship requirements. There is no
assurance that the Corporation will ultimately obtain an exemption from
sponsorship.


Reinstatement to Trading

The common shares of the Corporation will remain halted pending receipt by the
Exchange of certain required materials from the Corporation, including a
business plan, and until the Corporation engages a sponsor or a sponsorship
exemption is granted. The Corporation will issue a further press release when
further updates on these items are available. 


Additional Information and Description of Significant Conditions to Closing

The Transaction will be carried out by parties dealing at arm's length to one
another and therefore will not be considered to be a Non-Arm's Length Qualifying
Transaction, as such term is defined under the policies of the Exchange. 


A Filing Statement in respect of the Transaction will be prepared and filed in
accordance with Policy 2.4 of the Exchange on SEDAR at www.sedar.com no less
than 7 business days prior to the closing of the proposed Transaction. A press
release will be issued once the Filing Statement has been filed as required
pursuant to Exchange policies.


Completion of the Transaction is subject to a number of conditions including,
but not limited to, the closing of the Offering, the satisfaction of the
Corporation and of the Vendor in respect of certain due diligence investigations
to be undertaken by each party, closing conditions customary to transactions of
the nature of the Transaction, Exchange acceptance and, if required by Exchange
policies, majority of the minority shareholder approval. Where applicable, the
Transaction cannot close until the required shareholder approval is obtained and
there can be no assurance that the Transaction will be completed as proposed or
at all. The Corporation intends to obtain any requisite shareholder approval by
written consent, and shall provide a copy of any applicable documentation with
the written consent. 


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 TSX Venture Exchange Inc. has in no way passed upon the merits of the
proposed Transaction and has neither approved nor disapproved the contents of
this press release.


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. 


Cautionary and Forward-Looking Statements

This news release contains forward-looking statements and forward-looking
information within the meaning of applicable securities laws. These statements
relate to future events or future performance. All statements other than
statements of historical fact may be forward-looking statements or information.
Forward-looking statements and information are often, but not always, identified
by the use of words such as "appear", "seek", "anticipate", "plan", "continue",
"estimate", "approximate", "expect", "may", "will", "project", "predict",
"potential", "targeting", "intend", "could", "might", "should", "believe",
"would" and similar expressions.


More particularly and without limitation, this news release contains
forward-looking statements and information concerning the expected results of
the Transaction; the Corporation's petroleum and natural gas production and
reserves with respect to the assets owned by the Vendor; anticipated closing
dates of the Transaction; the closing of the Offering and the anticipated timing
thereof and the expected use of proceeds from the Offering. The forward-looking
statements and information are based on certain key expectations and assumptions
made by management of the Corporation, including expectations and assumptions
concerning well production rates and reserve volumes in respect of the assets
owned by the Vendor; project development and overall business strategy. Although
management of the Corporation believes that the expectations and assumptions on
which such forward looking statements and information are based are reasonable,
undue reliance should not be placed on the forward-looking statements and
information since no assurance can be given that they will prove to be correct. 


The forward-looking statements and information contained in this news release
are made as of the date hereof and no undertaking is given to update publicly or
revise any forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
securities laws or the TSX Venture Exchange. The forward-looking statements or
information contained in this news release are expressly qualified by this
cautionary statement.


This press release shall not constitute an offer to sell, nor the solicitation
of an offer to buy, any securities in the United States, nor shall there be any
sale of securities mentioned in this press release in any state in the United
States in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Antler Hill Oil & Gas Ltd.
Vic Luhowy
Interim President & CEO
(403) 860-4225
vic@davincibb.net

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