United Hunter Oil & Gas Corp.
("
UHO" or the "
Corporation") (TSX
Venture: UHO) (Frankfurt: 18U1), and
Bocana Resources
Ltd. ("
Bocana") are pleased to announce
that they have closed the previously announced non-brokered private
placements as announced on January 12, 2021 and February 22, 2021.
Total proceeds from all three offerings were $3.1 million, compared
to the initial objective of $2.5 million announced on January 12,
2021.
Further to the announcement on January 12, 2021,
Bocana completed the non-brokered private placement of 19,467,500
subscription receipts of Bocana (the "Subscription
Receipts") at a price of $0.10 per subscription receipt
(the "Offering Price") for aggregate gross
proceeds to Bocana of $1,946,750 (the "Subscription Receipt
Private Placement") with a lead order from
Palisades Goldcorp Ltd. Each Subscription Receipt
entitles the holder thereof, without payment of any additional
consideration and without further action on the part of the holder,
to receive one unit of Bocana (each a "Unit"),
upon the satisfaction of certain escrow release conditions. Each
Unit shall consist of one Bocana Share and one Bocana Share
purchase warrant (each, a "Bocana Warrant"). Each
Bocana Warrant shall be exercisable at the option of the holder to
purchase one Bocana Share at an exercise price equal to $0.25 for a
period of 36 months following the closing date of the reverse
takeover transaction with the Corporation (the
"Transaction").
Following the completion of the Transaction and
the release of the proceeds from the Subscription Receipt Private
Placement, Bocana will pay a cash commission of $95,040.00 from the
sale of Subscription Receipts to eligible finders and will issue
950,400 Bocana Finder's Compensation Warrants in connection with
the Subscription Receipt Private Placement. Each Bocana Finder's
Compensation Warrant will entitle the holder to acquire one Unit
for a period of 36 months following the closing date of the
Transaction at the Offering Price, subject to the requirements of
the TSXV.
Additionally, Bocana completed a non-brokered
private placement of 4,202,500 Units at a price of $0.10 per Unit
(the "Bocana Unit Private Placement"). The Units
issued pursuant to the Bocana Unit Private Placement have the same
terms as the Subscription Receipt Private Placement.
In connection with the Bocana Unit Private
Placement, Bocana paid a cash commission of $13,280.00 from the
sale of Units and issued 132,800 finder's compensation warrants
("Bocana Finder's Compensation Warrants"). Each
Bocana Finder's Compensation Warrant will entitle the holder to
exercisable to acquire one Unit for a period of 36 months following
the closing date of the Transaction at the Offering Price, subject
to the requirements of the TSXV.
Further to the announcement on February 22,
2021, the Corporation closed a non-brokered private placement (the
"UHO Offering") of 12,289,001 units of the
Corporation ("UHO Units") at a price of $0.06 per
UHO Unit (the "UHO Offering Price"). Each UHO Unit
consists of one UHO Share and one UHO Share purchase warrant (each,
a "UHO Warrant"). Each UHO Warrant shall be
exercisable at the option of the holder to purchase one UHO Common
Share at an exercise price equal to $0.15 for a period of 36 months
following the closing date. In connection with the Transaction, the
UHO Units shall be subject to an exchange ratio of 1.6877 UHO Units
to 1 comparable unit of the Resulting Issuer. Following the
completion of the Transaction, the UHO Units will have
substantially similar terms to those units issued in connection
with the Bocana Unit Private Placement. In connection with the UHO
Offering, UHO paid finder’s fees in the amount of $40,584.00 and
issued 676,400 finder's warrants ("UHO Finder’s
Compensation Warrant"). Each UHO Finder’s Compensation
Warrant shall be exercisable to acquire one UHO Unit for a period
of 36 months following the closing date at the UHO Offering
Price.
About Palisades Goldcorp
Palisades Goldcorp is Canada’s resource focused
merchant bank. Palisades’ management team has a demonstrated track
record of making money and is backed by many of the industry’s most
notable financiers. With junior resource equities valued at
generational lows, management believes the sector is on the cusp of
a major bull market move. Palisades is positioning itself with
significant stakes in undervalued companies and assets with the
goal of generating superior returns.
For further information, please contact:
Timothy J. TurnerChief Executive OfficerUnited Hunter Oil
& Gas Corp.Telephone: + 1 (713) 858-3329Email:
Info@unitedhunteroil.com |
Rodney StevensExecutive ChairmanBocana Resources
Ltd.Email: rstevens@bocanaresources.com |
|
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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.
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.
The information contained or referred to in this
press release relating to Bocana has been furnished by Bocana.
Although United Hunter has no knowledge that would indicate that
any statement contained herein concerning Bocana is untrue or
incomplete, neither United Hunter nor any of its respective
directors or officers assumes any responsibility for the accuracy
or completeness of such information.
Completion of the Transaction is subject to a
number of conditions, including but not limited to, Exchange
acceptance, receipt of requisite regulatory approvals, and if
applicable pursuant to Exchange requirements, majority of the
minority shareholder approval. Where applicable, the Transaction
cannot close until the required shareholder approvals, and any
ancillary matters thereto, are obtained. 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 joint management information circular 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.
This forward-looking information in respect of
United Hunter and Bocana reflects United Hunter's or Bocana's, as
the case may be, current beliefs and is based on information
currently available to United Hunter and Bocana, respectively, and
on assumptions United Hunter and Bocana, as the case may be,
believes are reasonable. These assumptions include, but are not
limited to, management's assumptions about the Exchange approval
for the Transaction, closing of the Private Placement, closing of
the business combination announced above and Bocana's assumptions
regarding its business objectives.
Forward-Looking Information Cautionary
Statement
This release includes forward-looking statements
regarding United Hunter, Bocana, the Resulting Issuer and their
respective businesses, which may include, but is not limited to,
statements with respect to the completion of the Transaction, the
use of the net proceeds from the Bocana Private Placements, the
ability to obtain regulatory and shareholder approvals and other
factors. Often, but not always, Forward-looking statements can be
identified by the use of words such as "plans", "is expected",
"expects", "scheduled", "intends", "contemplates", "anticipates",
"believes", "proposes", "estimates" or variations of such words and
phrases, or state that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved.
Such statements are based on the current expectations of the
management of each entity. The forward-looking events and
circumstances discussed in this release, including completion of
the Transaction, may not occur by certain specified dates or at all
and could differ materially as a result of known and unknown risk
factors and uncertainties affecting the companies, including the
risk that Bocana and United Hunter may not obtain all requisite
approvals for the Transaction, including the approval of the
Exchange for the Transaction (which may be conditional upon
amendments to the terms of the Transaction), shareholder approval
of the Transaction, risks of the resource industry, failure to
obtain regulatory or shareholder approvals, economic factors, any
estimated amounts, the equity markets generally and risks
associated with growth, exploration and development. Although
United Hunter and Bocana have attempted to identify important
factors that could cause actual actions, events or results to
differ materially from those described in forward-looking
statements, there may be other factors that cause actions, events
or results to differ from those anticipated, estimated or intended.
No forward-looking statement can be guaranteed. Except as required
by applicable securities laws, forward-looking statements speak
only as of the date on which they are made and United Hunter and
Bocana undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events, or otherwise.
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 news release.
United Hunter Oil and Gas (TSXV:UHO)
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United Hunter Oil and Gas (TSXV:UHO)
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