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United Hunter to mail information circ for Bocana deal

2022-10-07 20:18 ET - News Release

Mr. Timothy Turner reports

UNITED HUNTER OIL & GAS CORP. ANNOUNCES MAILING OF CIRCULAR AND UPDATES REGARDING SECURITYHOLDER MEETING AND TRANSACTION WITH BOCANA RESOURCES LTD.

A joint information circular and other materials will be mailed to the holders of United Hunter Oil & Gas Corp.'s common shares, in connection with the previously announced meeting of the shareholders of United Hunter scheduled to be held on Nov. 4, 2022, at 10 a.m. (Calgary time), to approve the amalgamation as previously announced and agreed to pursuant to the amalgamation agreement dated March 26, 2021, as amended between the corporation, and Bocana Resources Ltd. 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 meeting of shareholders of Bocana is also scheduled to be held on Nov. 4, 2022, immediately after the United Hunter meeting, at 10:30 a.m. (Calgary time), 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:

  1. Each holder of common shares of Bocana 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;
  2. Each holder of United Hunter shares 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 UHO shares currently held, for a deemed price of approximately six cents per United Hunter share and 10 cents per resulting issuer share;
  3. The outstanding United Hunter options and warrants to purchase common shares shall be exchanged on the same basis as the United Hunter shares;
  4. 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 United Hunter meeting is scheduled to be held at suite 800, 333 7th Ave. SW, Calgary, Alta., T2P 2Z1, at 10 a.m. (Calgary time) on Nov. 4, 2022. Shareholders that wish to listen to the United Hunter meeting on-line can attend by dialling into 1-844-511-2074, ID: 223-367-340. The record date for the meeting was established as the close of business on Oct. 3, 2022. Shareholders at the record date will be entitled to vote on the amalgamation on the basis of one vote per each United Hunter share held as of the record date. The circular provides important and detailed instructions about how to participate at the United Hunter meeting.

To be approved at the United Hunter meeting, the amalgamation requires the affirmative vote of at least 66.67 per cent of the votes cast at the meeting, whether in person or by proxy, by the holders of United Hunter shares.

The deadline for United Hunter shareholders to submit their proxies or voting instructions in order to vote on the arrangement is 10 a.m. (Calgary time) on Nov. 2, 2022.

The Bocana meeting will be held immediately after the United Hunter meeting at the same location.

Any questions or requests for further information regarding voting at the United Hunter 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 United Hunter shareholders, the circular and materials will also be available on SEDAR.

Any questions or requests for further information regarding voting at the United Hunter meeting should be directed to the corporation at: info@unitedhunteroil.com.

Voting your securities

Any registered shareholder who would like to attend the United Hunter meeting can join physically at suite 800, 333 7th Ave. SW, Calgary, Alta., T2P 2Z1, or can listen to the meeting by dialling: 1-844-511-2074, ID: 223-367-340. Shareholders who hold their securities through a broker or other nominee who holds securities should follow the instructions provided by their intermediary to vote their securities.

Key dates

The key dates for the items described herein are, or are expected to be:

  1. Nov. 4, 2022: The United Hunter meeting will be held at 10 a.m. (Calgary time). The Bocana meeting will be held at 10:30 a.m. (Calgary time).
  2. On or about Nov. 8, 2022: If the amalgamation is approved by both United Hunter shareholders and Bocana shareholders, the TSX Venture Exchange has approved the amalgamation, and the continuance of both United Hunter 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.

We seek Safe Harbor.

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