Bocana Resources Corp. (formerly United Hunter Oil & Gas Corp.)
(TSXV: BOCA) (Frankfurt: 18U1) ("
Bocana" or
the "
Company") is pleased to announce that it has
completed its previously announced reverse takeover transaction in
accordance with the TSX Venture Exchange (the
"
TSXV") Policy 5.2 – Changes of Business and
Reverse Takeovers (the "
Transaction"). The
Transaction was completed pursuant to the terms of an amalgamation
agreement dated March 26, 2021, as amended, between Bocana
Resources Ltd. (the "
Target") and United Hunter
Oil & Gas Corp. ("UHO") (the "
Agreement").
The Transaction
The Transaction was completed by way of an
amalgamation between Target and UHO, amalgamated under the laws of
Alberta (the "Amalgamation"). Prior to the
amalgamation, UHO and Target each completed a continuance into
Alberta (the "Continuance"). In connection with
the completion of the Amalgamation, the resulting issuer was
renamed "Bocana Resources Corp". Pursuant to the terms of the
Agreement, the outstanding shares and warrants of UHO were
exchanged for shares and warrants, respectively, of Bocana on the
basis of one Bocana security for every 1.6877 securities of UHO.
Additionally, each holder of a security of the Target was issued
one security of Bocana. Further details regarding the Transaction
can be found in the information circular dated September 30, 2022
and filed under Bocana's profile on SEDAR at www.sedar.com (the
"Information Circular").
Following the completion of the Amalgamation,
the Company has 101,227,687 common shares issued and outstanding
(the "Resulting Issuer Shares"). In connection
with the Amalgamation, the Resulting Issuer Shares have a deemed
price of $0.10 per Resulting Issuer Share. Additionally, the
Company has convertible securities issued and outstanding: (i)
711,027 options to purchase Resulting Issuer Shares; (ii)
30,951,507 warrants to purchase Resulting Issuer Shares; and (iii)
2,967,964 broker warrants to purchase Resulting Issuer Shares. For
further details regarding the capitalization of the Company, please
see the Information Circular.
Final acceptance of the Transaction will occur
upon the issuance of the final exchange bulletin by the TSXV (the
"Final Bulletin"). Subject to final acceptance by
the TSXV, the Company will be classified as a Tier 2 Issuer
pursuant to TSXV policies. It is anticipated that the common shares
in the capital of Bocana (the "Common Shares")
will commence trading on the TSXV under the symbol "BOCA" on or
about January 5, 2022.
The Company's new CUSIP number for the Common
Shares is 09689F105 and its new ISIN is CA09689F1053. Shareholders
of the Company are not required to take any action with respect to
the name change, consolidation or Continuance and are not required
to exchange any existing certificates bearing the Company's new
name as all registered shareholders will receive a new Direct
Registration System advice ("DRS") representing
the number of Common Shares held by such registered
shareholders.
Escrowed Shares
In connection with the Transaction, certain
shareholders of Bocana have entered into a Tier 2 Surplus Security
Escrow Agreement with Bocana and Computershare Trust Company, as
escrow agent, in respect of 29,591,003 Common Shares of Bocana (the
"Surplus Escrow Agreement"). Under the terms of
the Value Security Escrow Agreement, 10% of such escrowed
securities will be released, upon the issuance of the Final
Bulletin with subsequent 15% releases occurring on each of the 6,
12, 18, 24, 30 and 36 months following the Final Bulletin,
respectively.
Certain shareholders of Bocana are subject to
seed share resale restrictions ("SSRRs") in
respect of 19,238,292 Common Shares. Under the terms of the SSRRs,
10% of such escrowed securities will be released upon the issuance
of the Final Bulletin with subsequent 15% releases occurring 6, 12,
18, 24, 30 and 36 months following the Final Bulletin.
Board of Directors and Executive
Management
Certain directors and officers of UHO resigned
from their positions concurrent with the completion of the
Amalgamation and the following individuals were appointed as
directors and officers of Bocana:
- Timothy J.
Turner – Chief Executive Officer and Director
- Miles Nagamatsu
– Chief Financial Officer and Director
- David Thompson
– Director
- Eldon C.
Shomber – Director
- Rodney Stevens
– Director
Auditors
RSM Canada LLP, the auditors of UHO, will remain
as auditors of Bocana.
Additional Information for
Shareholders
For further information, please refer to the
Information Circular, as well as the news releases dated March 26,
2021, April 12, 2021, October 21, 2021, September 22, 2022, October
7, 2022 and November 7, 2022.
About Bocana Resources
Corp.
Bocana is a mineral exploration company focused
on the acquisition, exploration and development of mineral
properties in South America. Bocana, through its wholly owned
subsidiary, Huiracocha International Service SRL, holds a 100%
working interest in the mineral properties known as the Escala area
concessions ("Escala") located at the Department
of Potosi, Sud Lipez Province, Bolivia as awarded by the
Corporación Minera de Bolivia.
For more information on Bocana, visit:
https://bocanaresources.com.
Contact Information
For more information or interview
requests, please contact:
Timothy J. Turner – Chief Executive
Officerinfo@bocanaresources.com
Forward-Looking Information
This news release contains "forward-looking
information" within the meaning of applicable securities laws.
Forward-looking information can be identified by words such as:
"intend", "believe", "estimate", "expect", "may", "will" and
similar references to future periods. Examples of forward-looking
information include, among others, the future plans of Bocana, the
expected trading date of the Common Shares on the TSXV, the receipt
of the final bulletin of the TSXV, as well as information relating
to Bocana. Although Bocana believes that, in light of the
experience of its officers and directors, current conditions and
expected future developments and other factors that have been
considered appropriate, the expectations reflected in this
forward-looking information are reasonable, undue reliance should
not be placed on them because Bocana can give no assurance that
they will prove to be correct. Readers are cautioned to not place
undue reliance on forward-looking information. Actual results and
developments may differ materially from those contemplated by these
statements depending on, among other things, the risks (i) that the
future plans of Bocana may differ from those that currently are
contemplated; and (ii) that the expected trading date of the Common
Shares may change. Additional risks include those disclosed in the
Information Circular, which are incorporate herein by reference and
are available through SEDAR at www.sedar.com. The forward-looking
statements contained in this news release are made as of the date
hereof, and the Company undertakes no obligation to update publicly
or revise any forward-looking statements or information, except as
required by law.
This news release is not an offer of the
securities for sale in the United States. The securities described
in this news release have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold
in the United States or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S under the U.S. Securities Act
of 1933, as amended) absent registration or an exemption from
registration. This news release shall not constitute an offer to
sell or a solicitation of an offer to buy nor shall there be any
sale of the securities in any state in which where such offer,
solicitation or sale would be unlawful.
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 news release.
United Hunter Oil and Gas (TSXV:UHO)
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