Antler Hill Announces Private Placement, Consolidation and Continuation into British Columbia

Toronto, February 3, 2021 - Antler Hill Mining Ltd. (TSXV: AHM.H) (the "Corporation" or "Antler Hill") is pleased to announce that it intends to complete an up to $500,000 non-brokered private placement offering, a minimum two (2) for one (1) up to a maximum of eight (8) for one (1) share consolidation that will occur prior to closing of the financing (the "Consolidation"), and a continuation of the Corporation's corporate jurisdiction from the Province of Alberta to the Province of British Columbia.

Financing

The Corporation intends to proceed with a non-brokered private placement of post-Consolidation common shares for gross proceeds of up to $500,000 (the "Offering"), on terms to be announced in a subsequent news release.

All securities issued in connection with the Offering will be subject to a statutory hold period of four months and a day from the date of issuance in accordance with applicable securities laws. The closing of the Offering is subject to regulatory approval including that of the TSX Venture Exchange (the "TSXV").

Consolidation and Continuation

The Corporation intends to consolidate its outstanding common shares on the basis of a minimum of one (1) post Consolidation share for every two (2) pre-Consolidation shares issued and outstanding (the "Minimum Consolidation") up to a maximum of one (1) post-Consolidation share for every eight (8) pre-Consolidation shares issued and outstanding (the "Maximum Consolidation"). As at the date of this news release, there are 18,765,000 common shares issued and outstanding. On a post-Consolidation basis this number would be reduced to approximately 9,382,500 common shares issued and outstanding if the Minimum Consolidation is completed and 2,345,625 common shares issued and outstanding if the Maximum Consolidation is completed, subject to rounding for fractional shares. The Corporation will make similar adjustments to its outstanding incentive stock options and warrants. The board of directors of the Corporation will be granted the authority in their sole discretion to implement the Consolidation and select the exact consolidation ratio, subject to the parameters noted above.

The Corporation also intends to proceed with a continuation of the Corporation's corporate jurisdiction from the Province of Alberta to the Province of British Columbia (the "Continuation").

The Consolidation and Continuation are subject to shareholder approval, and the Consolidation is subject to regulatory approval including the approval of the TSXV.

The Corporation will seek the requisite shareholder approval for the Continuation and Consolidation at its next annual general and special meeting of shareholders (the "Meeting"). Additional details about the Meeting including the date and time of the Meeting will follow in a subsequent news release.

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 TSXV 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 its 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.

For further information, please contact:

Antler Hill Mining Ltd.
Matthew Wood, Interim CEO and Chairman
T: (976) 9999-0754
E: info@gcd.mn
Web: www.antlerhillmining.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.

Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to the Continuation, the Offering, the Consolidation, and the Meeting. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will be", "intends", or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are from those expressed or implied by such forward-looking statements or forward-looking information subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different, including receipt of all necessary regulatory approvals. Although management of Antler Hill have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward looking information. The Corporation will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/73476