Mr. Timothy Turner reports

UNITED HUNTER OIL & GAS CORP. ENTERS INTO DEFINITIVE AGREEMENT FOR REVERSE TAKE OVER TRANSACTION

United Hunter Oil & Gas Corp. has entered into a definitive agreement dated March 26, 2021, with Bocana Resources Ltd. to complete a reverse takeover transaction, pursuant to which the corporation will acquire all of the issued and outstanding securities of Bocana. Pursuant to the business combination agreement, the corporation and Bocana will amalgamate to complete the transaction in accordance with the policies of the TSX Venture Exchange. Upon completion of the amalgamation, the resulting issuer will be known as Bocana Resources Corp., and the resulting issuer will continue the business of Bocana. The transaction is subject to the receipt of all necessary regulatory approvals and shareholder approvals required by applicable corporate law, including the approval of the shareholders of Bocana and the corporation, as well as the satisfaction of conditions to closing as set out in the business combination agreement.

About Bocana Resources Ltd.

Bocana is a private corporation incorporated under the Canada Business Corporations Act and carrying on business as a mineral exploration company focused on the acquisition, exploration and development of mineral properties in Bolivia. Bocana, through its wholly owned subsidiary, Huiracocha International Service SRL, holds a 100-per-cent working interest in the mineral properties known as the Escala area concessions, located at the department of Potosi, Sud Lipez province, Bolivia, and has pending additional applications with the Corporacion Minera de Bolivia (Comibol) to acquire the mining rights to two additional concession areas, also in the Sud Lipez province of Bolivia:

• The Escala concession area is approximately 4,000 hectares (40 square kilometres).
• Escala is along the same geological structure and 40 kilometres from Sumitomo Corp.'s San Cristobal silver mine.
• Early exploration at Escala has defined prospective caldera-style epithermal and porphyritic systems enriched in precious and base metal mineralization.
• Gold mineralization on surface suggests a potential large, open-pittable, gold-copper porphyry deposit.
• Land elevation is 3,900 to 4,000 metres.
• Escala is located 125 kilometres southwest of the town of Uyuni and is accessible by an all-weather gravel road.

Bocana currently has 51,598,387 common shares issued and outstanding. There are no other securities of Bocana outstanding.

Terms of the transaction

Pursuant to the terms of the business combination agreement, at the effective time of the amalgamation, Bocana will amalgamate with the corporation to form an amalgamated entity (Amalco). In connection with the completion of the amalgamation, each holder of Bocana shares shall exchange their Bocana shares for common shares in the capital of the resulting issuer on the basis of one fully paid and non-assessable resulting issuer common share for every one Bocana share held, for a deemed price of 10 cents per Bocana share.

Holders of common shares of the corporation shall exchange their United Hunter shares for common shares in the capital of the resulting issuer on the basis of one fully paid and non-assessable resulting issuer common share for every 1.6877 United Hunter shares held, for a deemed price of approximately six cents per United Hunter share and 10 cents per resulting issuer share. The outstanding United Hunter options to purchase common shares shall be exchanged on the same basis.

Immediately after the completion of the transaction, but prior to the completion of any private placements, or debt settlements, the current shareholders of United Hunter will own approximately 14,668,113 resulting issuer common shares (22.48 per cent), and the holders of Bocana shares existing immediately prior to the transaction will own following the transaction approximately 50,585,200 resulting issuer common shares (77.52 per cent).

Bocana and United Hunter intend to hold a joint annual and special meeting of its shareholders in June, 2021, to approve certain matters related to the transaction. Additional details regarding the annual and special meeting of the shareholders of United Hunter and Bocana will be available in the joint management information circular that will be delivered to shareholders of United Hunter and Bocana.

The completion of the amalgamation is conditional on obtaining all necessary regulatory and shareholder approvals in connection with the matters described above and other conditions customary for a transaction of this type. The business combination agreement will be made available on SEDAR. United Hunter and Bocana anticipate closing the transaction in July, 2021.

Note that all of the foregoing figures in this press release have been calculated based on the following assumptions: (i) 20 million subscription receipts are issued pursuant to the subscription receipt private placement; (ii) five million Bocana units are issued pursuant to the Bocana unit private placement; (iii) the Bocana private placements close in March, 2021; (iv) the figures do not include the up to 850,000 Bocana shares issued pursuant to the Bocana debt settlements at a price of 10 cents; and (v) the transaction closes in July, 2021. If these assumptions differ from the foregoing, the number of resulting issuer common shares held by shareholders of Bocana may differ.

Summary financial information of Bocana

Management prepared annual financial statements for Bocana for the year ended Sept. 30, 2020.

                     FINANCIAL RESULTS OF BOCANA 

                                         Sept. 30, 2020       Sept. 30, 2019
Assets
Current assets
Cash                                            $16,840              $80,204
                                          -------------        -------------
Non-current assets
Exploration and evaluation assets             6,770,067            6,362,283
                                          -------------        -------------
Expenses
Consulting fees                                  15,150              294,712
Legal fees                                       24,102               65,255
General and administration                        3,721               14,271
                                          -------------        -------------
Net loss and comprehensive loss                  42,973              374,238
                                          -------------        -------------
Loss per share, basic and diluted                     -                    -
                                          -------------        -------------

Bocana -- share capitalization and funds available

Upon completion of the transaction and assuming the Bocana private placements (further details below) are completed for aggregate gross proceeds of $2.5-million, it is anticipated that there will be an aggregate of 76,598,387 Bocana shares issued and outstanding (including those Bocana shares issuable on conversion of the subscription receipts on closing of the transaction but not including any debt settlement).

The funds to be available to the resulting issuer upon the closing of the transaction are expected to be a approximately $2.5-million (assuming the subscription receipt private placement is completed for aggregate gross proceeds of $2-million and the Bocana unit private placement is completed for aggregate gross proceeds of $500,000), less costs of the transaction and the Bocana private placements. These funds are anticipated to be used for exploration expenditures on the Escala property, working capital and general corporate purposes.

Private placements

As announced on Jan. 12, 2021, prior to the completion of the transaction, Bocana is expected to complete a non-brokered private placement of up to 20 million subscription receipts of Bocana at a price of 10 cents per subscription receipt for aggregate gross proceeds to Bocana of up to $2-million. Each subscription receipt will entitle 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, upon the satisfaction of certain escrow release conditions. Each unit shall consist of one Bocana share and one Bocana share purchase warrant. Each Bocana warrant shall be exercisable at the option of the holder to purchase one Bocana share at an exercise price equal to 25 cents for a period of 36 months following the closing date of the transaction. Additionally, Bocana is expected to complete a non-brokered private placement of up to five million units at a price of 10 cents per unit.

In connection with the Bocana private placements, Bocana may pay a cash commission of up to 8.0 per cent of the gross proceeds from the sale of subscription receipts and units and issue such number of finders' warrants that is equal to up to 8 per cent of the number of subscription receipts and units sold pursuant to the private placement. Each Bocana finder's 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 TSX Venture Exchange.

It is intended that the net proceeds from the Bocana private placements will be used for working capital and general corporate purposes and exploration expenditures on the Escala property.

Additionally, on Feb. 22, 2021, United Hunter announced a non-brokered private placement of up to $500,000 in units of United Hunter at a price of six cents per United Hunter unit. Each United Hunter unit shall consist of one United Hunter share and one United Hunter 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. In connection with the amalgamation, the United Hunter units shall be subject to an exchange ratio of 1.6877 United Hunter units to one comparable unit of the resulting issuer. Following the amalgamation, the United Hunter units will have substantially similar terms to those units issued in connection with the Bocana unit private placement.

In connection with the United Hunter offering, United Hunter may pay finders' fees equal to 8.0 per cent of the gross proceeds from the United Hunter offering and issue such number of finders' warrants equal in number to 8.0 per cent of the number of United Hunter units sold under the United Hunter offering. Each United Hunter finder's warrant shall be exercisable to acquire one United Hunter unit for a period of 36 months following the closing date at the United Hunter offering price.

Sponsorship

Under the policies of the exchange, the parties to the transaction will be required to engage a sponsor for the transaction unless an exemption or waiver from this requirement can be obtained. United Hunter intends to apply to the exchange for a waiver from the sponsorship requirements for the transaction based upon the waivers available in exchange policies. There is no assurance that a waiver from this requirement can or will be obtained.

Resulting issuer

Immediately following the completion of the transaction, the resulting issuer is expected to change its name to Bocana Resources Corp., and the resulting issuer will be a mining issuer under the policies of the exchange.

Proposed management and board of directors of resulting issuer

Concurrent with the completion of the transaction, it is expected that other than Timothy J. Turner and Rodney Stevens, all directors and officers of United Hunter will resign, and the directors and officers of the resulting issuer will be as follows.

Timothy J. Turner -- chief executive officer, president and director

Mr. Turner, managing partner of Tim Turner & Associates LLC, an executive management consulting company, is an experienced senior business executive with deep experience in defining and executing corporate business development strategies. Mr. Turner is currently the chief executive officer of United Hunter and is also chief executive officer of Bocana Resources Ltd., having 10 years of industry experience in the Bolivian mining sector. Mr. Turner is a member of the board of directors for Peabody Pharmaceuticals Inc. of Baltimore, Md. Mr. Turner is a member of the alternative dispute resolution section of the State Bar of Texas, and has been active on numerous national, state and local boards and committees since 1980. Mr. Turner received his BBA from the University of Texas at Austin.

Rodney Stevens, CFA -- independent director

Mr. Stevens is a chartered financial analyst (CFA) charter holder with over a decade of experience in the capital markets, first as an investment analyst with Salman Partners Inc. and subsequently as a merchant and investment banker. While at Salman Partners, he became a top-rated analyst by StarMine on July 17, 2007, for the metal and mining industry. Mr. Stevens was also a portfolio manager registered with Wolverton Securities Ltd., and over the course of his career, he has been instrumental in assisting in financings and mergers and acquisitions activities worth over $1-billion in transaction value.

Christian Shomber -- independent director

Mr. Shomber has over 25 years of business, corporate finance and investment management experience between developed and frontier markets. He currently serves as an executive and director for a private U.S. corporation focused on developing financial technologies and mobile applications for on-line trading and investment management markets. Previously, Mr. Shomber served in a number of leadership positions from a U.S. venture capital strategy firm focused on emerging market infrastructure, technology and commodities to a public investment company headquartered in the Middle East. In the latter, he was responsible for the Middle East and North African investment banking and asset management divisions with investment oversight of more than $3-billion across global asset classes for firm proprietary and client mandates. From 1993 until 2008, Mr. Shomber held a number of senior roles within a leading U.S. investment management firm to help increase assets under management to over $200-billion. Prior to this, he served as an officer in the U.S. Marine Corps, participating in several international contingencies and major operations. Mr. Shomber has been recognized by several industry and world-ranked societies, including MENA fund manager of Power 50 in 2012, and the world finance investment management award, Middle East 2012, and was the top-ranked GCC equity fund manager in 2011. Mr. Shomber is a graduate of the University of California, Irvine, and was awarded the chartered financial analyst designation (CFA) in 1999.

David Thompson -- director

Mr. Thompson is the managing director of AMS Ltd., an international management company with peak funds and assets under management in excess of $500-million. Mr. Thompson has over 35 years of financial experience, raising in excess of $600-million from the private debt and equity markets for investment in global resource companies.

Miles Nagamatsu -- chief financial officer and director

Mr. Nagamatsu, CPA, CA, has over 40 years of financial experience in the areas of accounting, finance, management, lending, restructurings and turnarounds. Since 1993, he has acted as part-time chief financial officer and director of various public and private companies, primarily in the mineral exploration and investment management sectors. He is currently the chief financial officer of Cartier Iron Corp., Eloro Resources Ltd., Essex Oil Ltd., Forsys Metals Corp., Laurion Mineral Exploration Inc., Royal Coal Corp., GreenBank Capital Inc., Buchans Wileys Exploration Inc., Gander Exploration Inc., XGC Software Inc. and Blockchain Evolution Inc. Mr. Nagamatsu holds a bachelor of commerce degree from McMaster University.

Dale Burstall -- corporate secretary

Mr. Burstall practises in the area of commercial law with an emphasis on securities law. Mr. Burstall's practice includes all aspects of securities law from both the perspective of an issuer or an underwriter, including initial public offerings, secondary financing, mergers and acquisitions, all dealings with regulators including stock exchanges and securities commissions, and corporate governance. He also practises in business and corporate commercial law, including shareholder agreements and managing shareholder disputes. Mr. Burstall is a director or secretary of several issuers, both listed and private. Mr. Burstall is also a director or trustee of charitable organizations. In addition, Mr. Burstall has sat in the past and continues to sit on certain advisory committees of the exchange.

Arm's-length transaction

Mr. Turner is a director and shareholder of Bocana, and the president, chief executive officer and shareholder of the corporation. The transaction is not a non-arm's-length qualifying transaction in accordance with the policies of the exchange, as no person is a control person of both Bocana and United Hunter. Accordingly, shareholder approval will not be required for the purposes of the exchange.

Finders' fees

No finders' fees are payable in connection with the closing of the transaction.

Information circular

In connection with the transaction and pursuant to exchange requirements, United Hunter and Bocana will file a joint information circular on SEDAR, which will contain details regarding the transaction, the business combination, the private placement, United Hunter, Bocana and the resulting issuer.

Completion of the proposed transaction is subject to a number of conditions precedent, including, but not limited to: (i) shareholder approval of the amalgamation from both Bocana and United Hunter shareholders; (i) acceptance by the exchange and receipt of other applicable regulatory approvals; and (ii) completion of the private placement. There can be no assurance that the transaction will be completed as proposed or at all.

In the event any of the conditions set forth above are not completed or the transaction does not proceed, the corporation will notify shareholders. Trading in the common shares of the corporation will remain halted and is not expected to resume trading until the transaction is completed or until the exchange receives the requisite documentation to resume trading.

Qualified person

Lorne Warner, PGeo of the company, is a qualified person as defined by National Instrument 43-101, and has reviewed and approved the scientific and technical disclosure in this news release.

We seek Safe Harbor.