08:10:54 EDT Fri 29 Mar 2024
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United Hunter arranges further $500,000 financing

2021-02-22 13:20 ET - News Release

Mr. Timothy Turner reports

UNITED HUNTER OIL & GAS CORP. ANNOUNCES ADDITIONAL $500,000 RRSP & TFSA ELIGIBLE PRIVATE PLACEMENT

On Jan. 12, 2021, United Hunter Oil & Gas Corp. arranged, in connection with its letter of intent dated Aug. 7, 2020, to complete a reverse takeover transaction, pursuant to which the company will, directly or indirectly, acquire all of the issued and outstanding securities of Bocana Resources Ltd. and continue as an amalgamated entity and a non-brokered offering for up to $2.5-million, with a lead order from Palisades Goldcorp Ltd., consisting of subscription receipts and units of Bocana at a price of 10 cents per unit. Each Bocana unit consists of one common share and one common share purchase warrant. Each Bocana warrant shall be exercisable at the option of the holder to purchase one Bocana common share at an exercise price of 25 cents for a period of 36 months following the listing date of the financing (as defined herein).

Further to this announcement and due to demand for an offering that is RRSP (registered retirement savings plan) and TFSA (tax-free savings plan) eligible, the company has arranged an additional $500,000 offering in units of United Hunter at a price of six cents per United Hunter unit. Each United Hunter unit shall consist of one common share and one United Hunter common share purchase warrant. Each United Hunter warrant shall be exercisable at the option of the holder to purchase one United Hunter common share at an exercise price equal to 15 cents for a period of 36 months following the closing date.

The United Hunter units, issued pursuant to the United Hunter unit offering, will be subject to a consolidation of one comparable unit of the resulting issuer for 1.6877 United Hunter units in connection with the completion of the transaction. The exercise price of the United Hunter warrants will be adjusted accordingly in connection with the consolidation. Following the consolidation, the United Hunter units will have substantially similar terms to those units issued in connection with the Bocana unit offering.

The offering is being offered to all of the existing shareholders of United Hunter who are permitted to subscribe pursuant to the exemption from prospectus requirement for certain trades to existing securityholders. This offer is open until March 5, 2021, or such other date or dates as the company determines; and one or more closings are expected to occur, with the first closing anticipated for on or before the week of March 5, 2021. Any existing shareholders interested in participating in the United Hunter unit offering should contact the company.

The company has set Feb. 17, 2021, as the record date for determining existing shareholders entitled to subscribe for units pursuant to the existing shareholder exemption. Subscribers purchasing United Hunter units under the existing shareholder exemption will need to represent in writing that they meet certain requirements of the existing shareholder exemption, including that they were, on or before the record date, a shareholder of the company and still are a shareholder as at the closing date. The aggregate acquisition cost to a subscriber under the existing shareholder exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.

As the company is also relying on the exemption from prospectus requirement for certain distributions through an investment dealer, it confirms that there is no material fact or material change related to the company that has not been generally disclosed. In addition to offering, the United Hunter units pursuant to the existing shareholder exemption and the investment dealer exemption, the United Hunter units are also being offered pursuant to other available prospectus exemptions, including sales to accredited investors. Unless the company determines to increase the gross proceeds of the United Hunter unit offering, if subscriptions received for the United Hunter unit offering based on all available exemptions exceed the maximum United Hunter unit offering amount of $500,000, units will be allocated pro rata among all subscribers qualifying under all available exemptions.

Pursuant to the investment dealer exemption and the existing shareholder exemption, the company confirms there is no material fact or material change about the company that has not been generally disclosed.

The United Hunter unit offering and the Bocana unit offering are expected to close concurrently on or about the first week of March, 2021, or on such date, or dates, as the company may determine. Depending on the net proceeds of the United Hunter unit offering, the company intends to use the net proceeds as follows: $150,000 for corporate purposes in connection with the transaction and $350,000 for preliminary geological and geophysical site work on the Escala property. The United Hunter units will be subject to a statutory hold period of four months and one day from the closing date of the financing.

In connection with the United Hunter unit offering, the company may pay finders' fees equal to 8 per cent of the gross proceeds from the United Hunter unit offering and finder warrants equal in number to 8 per cent of the number of United Hunter units sold under the United Hunter unit offering. Each finder warrant shall be exercisable to acquire one United Hunter unit for a period of 36 months following the closing date at the offering price. Upon the completion of the transaction, the finder warrants will be exchanged for finder warrants of the resulting issuer on equivalent terms.

Although the company believes that the United Hunter unit offering is RRSP and TFSA eligible, investors are urged to seek their own independent tax advice. For further details on the transaction between Bocana and the company, please see the press release issued on Jan. 12, 2021.

We seek Safe Harbor.

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