(TSXV: UHO) United Hunter Oil & Gas Corp. (the
"
Corporation" or "
UHO") announced
today that a joint information circular (the
"
Circular") and other materials (the
"
Meeting Materials") will be mailed to the holders
of the Corporation's common shares ("
UHO Shares"),
in connection with the previously announced meeting of the
shareholders of UHO ("
UHO Shareholders") scheduled
to be held on November 4, 2022 at 10:00 a.m. (Calgary time) (the
"
UHO Meeting"), to approve the amalgamation (the
"
Amalgamation") as previously announced and agreed
to pursuant to the amalgamation agreement dated March 26, 2021, as
amended (the "
Amalgamation Agreement") between the
Corporation, and Bocana Resources Ltd. ("
Bocana").
Upon completion of the Amalgamation, the resulting issuer will be
known as "Bocana Resources Corp." (the "
Resulting
Issuer") and the Resulting Issuer will continue the
business of Bocana.
The meeting of shareholders of Bocana
("Bocana Shareholders") is also scheduled to be
held on November 4, 2022, immediately after the UHO Meeting, at
10:30 a.m. (Calgary time) (the "Bocana Meeting"),
to approve the Amalgamation on behalf of Bocana Shareholders.
The Amalgamation
As previously announced by the Corporation in
its March 26, 2021 news release, if the Amalgamation is completed,
then under the terms of the Amalgamation:
a) each holder of common shares
of Bocana ("Bocana Shares") shall exchange their
Bocana Shares for common shares in the capital of the Resulting
Issuer ("Resulting Issuer Common Shares") on the
basis of one (1) fully paid and non-assessable Resulting Issuer
Common Share for every one (1) Bocana Share held, for a deemed
price of $0.10 per Bocana Share;
b) Each holder of UHO Shares
shall exchange their UHO Shares for common shares in the capital of
the Resulting Issuer on the basis of one (1) fully paid and
non-assessable Resulting Issuer Common Share for every 1.6877 UHO
Shares currently held, for a deemed price of approximately $0.06
per UHO Share and $0.10 per Resulting Issuer Share;
c) The outstanding UHO options
and warrants to purchase common shares shall be exchanged on the
same basis as the UHO Shares; and
d) The outstanding Bocana
warrants to purchase common shares shall be exchanged on the same
basis as the Bocana Shares.
The Amalgamation was approved by the board of
directors of the Corporation and the Corporation’s board of
directors recommends that shareholders vote in favour of the
Amalgamation.
The Meetings
The UHO Meeting is scheduled to be held at Suite
800, 333 – 7th Avenue S.W., Caglary, AB, T2P 2Z1, at 10:00 a.m.
(Calgary time) on November 4, 2022. Shareholders that wish to
listen to the UHO Meeting online can attend by dialing into 1 (844)
511-2074, ID: 223-367-340. The record date (the "Record
Date") for the Meeting was established as the close of
business on October 3, 2022. Shareholders at the Record Date will
be entitled to vote on the Amalgamation on the basis of one vote
per each UHO Share held as of the Record Date. The Circular
provides important and detailed instructions about how to
participate at the UHO Meeting.
To be approved at the UHO Meeting, the
Amalgamation requires the affirmative vote of at least 66 2/3% of
the votes cast at the Meeting, whether in person or by proxy, by
the holders of UHO Shares.
The deadline for UHO Shareholders to submit
their proxies or voting instructions in order to vote on the
Arrangement is 10:00 a.m. (Calgary time) on November 2, 2022.
The Bocana Meeting will be held immediately
after the UHO Meeting at the same location.
Any questions or requests for further
information regarding voting at the UHO Meeting should be directed
to the Corporation at: info@unitedhunteroil.com
Information Circular
The Circular contains, among other things,
information regarding procedures for voting on the Amalgamation, as
well as other background and material information regarding the
Amalgamation and the Amalgamation Agreement. In addition to being
mailed to UHO Shareholders, the Circular and Materials will also be
available as follows:
Under
UHO's SEDAR profile at: www.sedar.com.
Any questions or requests for further
information regarding voting at the UHO Meeting should be directed
to the Corporation at: Info@unitedhunteroil.com
Voting your Securities
Any registered Shareholder who would like to
attend the UHO Meeting can join physically at Suite 800, 333 – 7th
Avenue S.W., Calgary, AB, T2P 2Z1 or can listen to the meeting by
dialing: 1 (844) 511-2074, ID: 223-367-340. Shareholders who hold
their securities through a broker or other nominee who holds
securities (an "Intermediary") should follow the
instructions provided by their Intermediary to vote their
securities.
Key Dates
The key dates for the above items described
above are, or are expected to be, the following:
- November 4, 2022:
The UHO Meeting will be held at 10:00 a.m. (Calgary time). The
Bocana Meeting will be held at 10: 30 a.m. (Calgary time)
- On or about November 8,
2022: If the Amalgamation is approved by both UHO
Shareholders and Bocana Shareholders, the TSX Venture Exchange
("TSXV") has approved the Amalgamation, and the
continuance of both UHO and Bocana have been completed, the steps
as set out in the Amalgamation Agreement will occur in the order
and times as set out in the Amalgamation Agreement.
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;
stakeholder support for the Amalgamation; the expected process for
and timing of implementing the Amalgamation; the anticipated
benefits of the Amalgamation; the scheduling of the Meeting; 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 expected timing of the UHO Meeting and
Bocana Meeting and 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.
United Hunter Oil and Gas (TSXV:UHO)
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United Hunter Oil and Gas (TSXV:UHO)
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