United Hunter Oil & Gas Corp. (the
"
Corporation" or "
UHO") (TSXV:
UHO) (Frankfurt: 18U1), is pleased to announce that at its annual
and special meeting of shareholders held earlier today,
shareholders of UHO voted in favour of the resolutions necessary to
give effect to the amalgamation (the
"
Amalgamation") under the Business Corporations
Act (Alberta) with Bocana Resources Ltd.
("
Bocana").
The resolution in respect of the Amalgamation
was approved by 100% of votes cast by UHO shareholders. UHO
shareholders also approved all of the annual meeting matters set
forth in the notice of meeting for the shareholder meeting and the
disinterested UHO shareholders also approved the Management Fee
Debt Conversion.
Additionally, the shareholders of Bocana also
approved the Amalgamation at their meeting of shareholders.
As announced by the Corporation in prior news
releases, assuming the Amalgamation is completed, then under the
terms of the Amalgamation:
- The shareholders of UHO will received 1 share of the resulting
issuer for each 1.6877 UHO shares held immediately prior to the
effective time;
- The shareholders of Bocana will receive 1 share of the
resulting issuer for each 1 Bocana share held immediately prior to
the effective time;
- The holders of UHO options and warrants will received one
equivalent option or warrant, as applicable, for each 1.6877 UHO
options or warrants held immediately prior to the effective time;
and
- The holders of Bocana warrants will receive 1 warrant of the
resulting issuer for each 1 Bocana warrant held immediately prior
to the effective time.
The Amalgamation remain subject to a number of
closing conditions, as described in the Information Circular in
respect of the Amalgamation, which is available on SEDAR under
UHO's SEDAR profile at www.sedar.com
Debt Settlement
As described in the Circular, UHO Shareholders
were asked to consider the approval of a debt settlement to Mr.
Timothy J. Turner and Mr. Miles Nagamatsu (the
“Insiders”), the Chief Executive Officer and Chief
Financial Officer, respectively, of the Corporation (the
“Insider Debt Settlement”).
Disinterested UHO shareholders approved the
Insider Debt Settlement and accordingly, the Corporation will issue
an aggregate of 5,089,776 UHO common shares to the Insiders for an
aggregate debt settlement of $305,386.00, subject to final approval
of the TSX-V.
The Insider Debt Settlement is exempt from the
valuation requirements of Multilateral Instrument 61-101
("MI 61-101") by virtue of the exemptions contain
in sections 5.5(a) of MI 61-101 in that the fair market value of
the consideration for the securities of the Company issued to
insiders does not exceed 25% of its market capitalization.
An additional 41,667 UHO common shares will also
be issued to an arm's length third party for an aggregate debt
settlement of $2,500.00, subject to final approval of the
TSX-V.
Mr. Turner, CEO of the Corporation stated: “I
would like to thank the shareholders, directors, and all of our
partners for their commitment in getting this transaction to this
point. We are very pleased with the strategic Amalgamation between
United Hunter and Bocana Resources and we look forward to Bocana
Resources’ growth and value creation in the upcoming year.”
For more
Information, please
contact:
Timothy TurnerChief Executive OfficerUnited Hunter Oil
& Gas Corp.Telephone: + 1 (713) 858-3329Email:
Info@unitedhunteroil.com |
Rodney StevensExecutive ChairmanBocana Resources
Ltd.Email: rstevens@bocanaresources.com |
Forward-Looking Information and
Disclaimers
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release. The Exchange has in no way passed upon
the merits of the Transaction and has neither approved nor
disapproved the content of this press release.
Certain information contained in this press
release may contain forward looking statements within the meaning
of applicable securities laws. The use of any of the words
"continue", "plan", "propose", "would", "will", "believe",
"expect", "position", "anticipate", "improve", "enhance" and
similar expressions are intended to identify forward-looking
statements. More particularly and without limitation, this document
contains forward-looking statements concerning: the key terms of
the Amalgamation and the effect of its implementation on holders of
UHO Shares, UHO options and UHO warrants and the Corporation; the
expected process for and timing of implementing the Amalgamation;
the expected timing and approval of the TSXV with respect to the
Insider Debt Settlement; the anticipated benefits of the
Amalgamation the expected growth and value creation of the
resulting issuer; the completion of the Amalgamation, including
with respect to obtaining any necessary approvals, including the
approval of the TSXV and satisfying any conditions and the expected
timing thereof.
In addition, forward looking statements or
information are based on a number of assumptions, including
assumptions regarding the closing of the Amalgamation, which have
been used to develop the forward-looking statements in this press
release but which may prove to be incorrect and which have been
used to develop such statements and information in order to provide
stakeholders with a summary for UHO Shareholder of the expected
Amalgamation timeline and impact on UHO's future operations.
Events or circumstances may cause actual results
to differ materially from those predicted, as a result of the risk
factors set out and other known and unknown risks, uncertainties,
and other factors, many of which are beyond the control of UHO.
Such information may prove to be incorrect and readers are
cautioned that the information may not be appropriate for other
purposes. Although the Corporation believes that the expectations
reflected in such forward looking statements or information are
reasonable, undue reliance should not be placed on forward looking
statements because the Corporation can give no assurance that such
expectations will prove to be correct.
Readers are cautioned that the foregoing list is
not exhaustive of all factors and assumptions which have been used.
As a consequence, actual results may differ materially from those
anticipated in the forward-looking statements. Furthermore, the
forward looking statements contained herein are made as at the date
hereof and Bearing does not undertake any obligation to update
publicly or to revise any of the included forward looking
statements, whether as a result of new information, future events
or otherwise, except as may be required by applicable securities
laws.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities have not been and will not be
registered under the U.S. Securities Act or any state securities
laws and may not be offered or sold within the United States or to
U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
ANY SECURITIES REFERRED TO HEREIN WILL
NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933
ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A
U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES
LAW.
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